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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
NAMSCO CORPORATION
(NAME OF SUBJECT COMPANY)
NMS ACQUISITION COMPANY, L.L.C. (BIDDER)
SENIOR CONVERTIBLE DEBENTURES,
DUE AUGUST 2, 2003
(TITLE OF CLASS OF SECURITIES)
630001AG0
(CUSIP NUMBER OF CLASS OF SECURITIES)
Copy to:
Paul Luke Steven L. Clark, Esq.
NMS Acquisition Company, L.L.C. Chapman and Cutler
6416 Pacific Highway East 111 West Monroe Street
Tacoma, Washington 98424 Chicago, Illinois 60603
(206) 922-0355 (312) 845-3000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)
Calculation of Filing Fee
Transaction Amount of
Valuation* Filing Fee
$1,171,631.00 $235.00
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* For purposes of calculating the filing fee only. This amount assumes the
purchase of all $5,858,154.82 Principal Amount of Senior Convertible
Debentures, due August 2, 2003 (the "Debentures") of the subject company for
20% of their Principal Amount.
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[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid:
Form or Registration Number:
Filing Party:
Date Filed:
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1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
NMS Acquisition Company, L.L.C.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3. SEC Use Only
4. Sources of Funds (See Instructions)
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e)
or 2(f)
6. Citizenship or Place of Organization
Delaware
7. Aggregate Amount Beneficially Owned by Each Reporting Person
0
8. Check if the Aggregate in Row (7) Excludes Certain Shares (See
Instructions)
9. Percent of Class Represented by Amount in Row (7)
0%
10. Type of Reporting Person (See Instructions)
CO
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ITEM 1. SECURITY AND SUBJECT COMPANY.
(a) This Schedule relates to Senior Convertible Debentures, due August
2, 2003 (the "Debentures") of NAMSCO Corporation (the "Issuer"), the subject
company. The address of the Issuer's principal executive offices is: East 122
Montgomery, Spokane, Washington 99205.
(b) This Schedule relates to the offer by NMS Acquisition Company,
L.L.C. (the "Offeror") to purchase all $5,858,154.82 Principal Amount of the
Debentures for cash at 20% of their Principal Amount upon the terms and subject
to the conditions set forth in the Offer to Purchase dated December 13, 1996
(the "Offer to Purchase") and the related Letter of Transmittal, copies of which
are attached hereto as Exhibits (a)(1) and (a)(2), respectively.
(c) The information set forth under the captions "Certain
Considerations" and "Market and Trading Information" in the Offer to Purchase is
incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d) The information set forth in "Summary" of the Offer to
Purchase is incorporated herein by reference.
(e)-(g) During the last five years, neither the Purchaser nor, to the
best of the knowledge of the Purchaser, any person named under "Summary" in the
Offer to Purchase nor any affiliate of the Purchaser (i) has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding were or are subject to
a judgment, decree or final order enjoining future violations of, or prohibiting
activities subject to, Federal or state securities laws or finding any violation
of such laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
(a)-(b) Other than as set forth in the Offer to Purchase, since
January 1, 1993, there have been no transactions between any of the persons
identified in Item 2 and the Issuer or, to the knowledge of the Purchaser, any
of the Issuer's affiliates, or any directors or executive officers of any such
affiliates.
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ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth under the caption "Source of Funds" of
the Offer to Purchase is incorporated herein by reference.
(b)-(c) Not applicable.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
(a)-(g) The information set forth under the caption "The Tender
Offer - Purpose of the Tender Offer" in the Offer to Purchase is incorporated
herein by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) and (b) Not Applicable.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES.
The information set forth in "Summary" of the Offer to Purchase is
incorporated herein by reference.
ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth under "Information Agent" of the Offer to
Purchase is incorporated herein by reference.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
Not applicable.
Item 10. Additional Information.
(a)-(e) None.
(f) Reference is hereby made to the Offer to Purchase and the related
Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)
and (a)(2), respectively, and which are incorporated herein in their entirety by
reference.
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ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Offer to Purchase dated December 13, 1996.
(a)(2) Letter of Transmittal.
(b)-(f) Not applicable.
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 13, 1996
NMS ACQUISITION COMPANY, L.L.C.
By: /s/ Paul Luke
-------------------------------
Paul Luke
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EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
(a)(1) Offer to Purchase dated December 13, 1996.
(a)(2) Letter of Transmittal
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OFFER TO PURCHASE
OFFER TO PURCHASE FOR CASH ALL
$5,858,154.82 PRINCIPAL AMOUNT OF THE
SENIOR CONVERTIBLE DEBENTURES, DUE AUGUST 2, 2003
OF
NAMSCO CORPORATION
BY
NMS ACQUISITION COMPANY, L.L.C.
FOR 20% OF THEIR PRINCIPAL AMOUNT (THE "OFFER CONSIDERATION")
NMS Acquisition Company, L.L.C., a Delaware limited liability company (the
"Offeror"), hereby offers (the "Tender Offer") to purchase for cash, upon the
terms and subject to the conditions set forth in this Offer to Purchase (the
"Offer to Purchase") and in the accompanying Letter of Transmittal (the
"Letter of Transmittal"), all of the Senior Convertible Debentures, due August
2, 2003 (the "Debentures") of NAMSCO Corporation ("NAMSCO") for the Offer
Consideration.
THE TENDER OFFER WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON JANUARY
15, 1997, UNLESS EXTENDED. TENDERS OF DEBENTURES MAY BE WITHDRAWN AT ANY
TIME UNTIL THE EXPIRATION TIME (AS DEFINED HEREIN). NO OFFER CONSIDERATION
WILL BE PAID FOR DEBENTURES TENDERED AFTER THE EXPIRATION TIME.
NEITHER DEFAULTED INTEREST NOR ACCRUED INTEREST WILL BE PAID ON THE
DEBENTURES PURCHASED PURSUANT TO THE TENDER OFFER
EACH HOLDER OF DEBENTURES (A "HOLDER") MUST DECIDE WHETHER TO TENDER BASED
ON HIS OR HER PARTICULAR CIRCUMSTANCES. HOLDERS SHOULD CONSULT WITH THEIR
RESPECTIVE ADVISORS ABOUT THE FINANCIAL, TAX, LEGAL AND OTHER IMPLICATIONS TO
THEM OF ACCEPTING THE TENDER OFFER.
IF YOU DESIRE ADDITIONAL INFORMATION REGARDING THE TENDER OFFER OR NEED
ASSISTANCE IN TENDERING YOUR DEBENTURES, YOU MAY CALL GEORGESON & COMPANY INC.
WHICH IS ACTING AS INFORMATION AGENT FOR THE TENDER OFFER, AT (800) 223-2064.
December 13, 1996
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Notwithstanding any other provision of the Tender Offer, the Offeror's
obligation to accept for purchase and to pay for Debentures validly tendered
pursuant to the Tender Offer is conditioned upon, among other things, (a)
there having been validly tendered and not properly withdrawn prior to the
Expiration Time not less than 66 2/3% Principal Amount of the Debentures
outstanding, or $3,910,318.35 (the "Minimum Tender Condition") and (b) the
satisfaction of the General Conditions (as defined herein). See "The Tender
Offer--Conditions of the Tender Offer."
The Tender Offer will expire at midnight, New York City time, on January 15,
1997 (such date and time being referred to herein as the "Initial Expiration
Time," and such date being referred to herein as the "Initial Expiration
Date"), unless extended by the Offeror. The term "Expiration Time" means the
Initial Expiration Time or, if the Tender Offer is extended, the latest date
and time to which the Tender Offer is so extended by the Offeror. The term
"Expiration Date" means the Initial Expiration Date or, if the Tender Offer is
extended, the latest date to which the Tender Offer is so extended by the
Offeror. Promptly after the later of (a) the Expiration Time and (b) the
satisfaction or waiver of the conditions specified herein, the Offeror will
accept for payment all Debentures validly tendered under the Tender Offer (or
defectively tendered, if the Offeror has waived such defect) and not properly
withdrawn. The date on which the Offeror accepts Debentures for purchase is
referred to herein as the "Acceptance Date." Promptly thereafter, the Offeror
will pay the Offer Consideration for such Debentures. The date of payment with
respect to the Tender Offer is referred to herein as the "Payment Date." See
"The Tender Offer--Acceptance of Debentures for Payment; Payment for
Debentures."
See "Certain Considerations" and "Certain Federal Income Tax Considerations"
for discussions of certain factors that should be considered in evaluating the
Tender Offer.
PURSUANT TO THE TERMS OF THE TENDER OFFER, TENDERS OF DEBENTURES MAY BE
WITHDRAWN IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN THE LETTER OF
TRANSMITTAL AT ANY TIME PRIOR TO THE EXPIRATION TIME. See "The Tender Offer--
Withdrawal of Tenders."
THE TENDER OFFER IS NOT BEING MADE TO (NOR WILL THE SURRENDER OF DEBENTURES
FOR PURCHASE BE ACCEPTED FROM OR ON BEHALF OF) HOLDERS OF DEBENTURES IN ANY
JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE OF THE TENDER OFFER WOULD NOT
BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION.
The Offeror makes no recommendation as to whether or not Holders should
tender their Debentures in the Tender Offer.
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION OR ANY
REPRESENTATION ON BEHALF OF THE OFFEROR OR TO PROVIDE ANY INFORMATION OTHER
THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. NO SUCH
RECOMMENDATION, INFORMATION OR REPRESENTATION MAY BE RELIED UPON AS HAVING
BEEN AUTHORIZED.
EACH HOLDER IS URGED TO READ CAREFULLY THE ENTIRE OFFER TO PURCHASE, THE
LETTER OF TRANSMITTAL AND RELATED DOCUMENTS.
IMPORTANT
Any Holder desiring to tender Debentures should either (i) complete and sign
a Letter of Transmittal (or a facsimile thereof) in accordance with the
instructions set forth therein and mail or deliver such manually signed Letter
of Transmittal (or a facsimile thereof), together with the certificates
evidencing the Debentures (or confirmation of the transfer of such Debentures
into the account of the Depositary (as defined herein) with a Book-Entry
Transfer Facility (as defined herein) pursuant to the procedures for book-
entry transfer set forth herein) and any other required documents, to
Northwestern Trust and Investors Advisory Company (the "Depositary") or (ii)
request such Holder's broker, dealer, commercial bank, trust company or other
nominee to
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effect the transaction for such Holder. HOLDERS WHOSE DEBENTURES ARE
REGISTERED IN THE NAME OF A BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY, OR
OTHER NOMINEE MUST CONTACT SUCH BROKER, DEALER, COMMERCIAL BANK, TRUST
COMPANY, OR OTHER NOMINEE IF THEY DESIRE TO TENDER THEIR DEBENTURES SO
REGISTERED.
A Holder who desires to tender Debentures and who cannot comply with the
procedures set forth herein for tender on a timely basis or whose Debentures
are not immediately available may tender such Debentures by following the
procedures for guaranteed delivery set forth herein. See "The Tender Offer--
Procedures for Tendering Debentures--Guaranteed Delivery."
NAMSCO has provided the Offeror with a list of the Holders. This Offer to
Purchase, the related Letter of Transmittal and, if required, any other
relevant materials are being mailed to the Holders, to the extent their names
and addresses are on this list.
Questions and requests for assistance with, or additional copies of, this
Offer to Purchase or the Letter of Transmittal may be directed to Georgeson &
Company Inc., the Information Agent for the Tender Offer, at its address and
telephone number set forth on the last page of this Offer to Purchase.
AVAILABLE INFORMATION
NAMSCO is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy material and other information
concerning NAMSCO can be inspected and copied at the offices of the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549 or at its regional offices,
500 West Madison Street, Chicago, Illinois 60661 and Seven World Trade Center,
New York, New York 10048. Copies of such material can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates or at the Commission's world wide
web site at http://www.sec.gov.
Holders are urged to review NAMSCO's Annual Report on Form 10-KSB/A for the
fiscal year ended December 31, 1995 and NAMSCO's Quarterly Reports on Form 10-
QSB/A for the three months ended March 31, 1996, June 30, 1996 and September
30, 1996 (Commission File No. 0-16371) in connection with this Offer to
Purchase.
Except as otherwise indicated, information with respect to NAMSCO and the
Debentures contained in this Offer to Purchase is based upon documents and
reports publicly filed by NAMSCO with the Commission. Although the Offeror has
no information that any statements contained in this Offer to Purchase are
untrue, the Offeror does not take responsibility for the accuracy or
completeness of any information contained in this Offer to Purchase which is
derived from such public documents, or for any failure by NAMSCO to disclose
events which may have occurred and may affect the significance or accuracy of
any such information but which are unknown to the Offeror.
NAMSCO will provide without charge to each person, including any beneficial
owner, to whom this Offer to Purchase is delivered, at the request of such
person, a copy of any of the foregoing documents (but excluding the exhibits
to such documents unless such exhibits are specifically incorporated by
reference into such documents). Written or telephone requests should be
directed to Ms. Kathy Ell, PLM Consulting Group, LLC, at 6416 Pacific Highway
East, Tacoma, WA 98424, phone (206) 922-0355.
3
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Summary.................................................................... 5
Certain Considerations..................................................... 8
Market and Trading Information............................................. 9
The Tender Offer........................................................... 9
Certain Federal Income Tax Considerations.................................. 18
Selected Financial Data.................................................... 20
Miscellaneous.............................................................. 21
</TABLE>
4
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SUMMARY
The following summary is qualified in its entirety by reference to, and
should be read in conjunction with, the more detailed information and
financial information in this Offer to Purchase.
THE OFFEROR
The Offeror is a limited liability company formed specifically to act as the
acquiror in the Tender Offer and is wholly owned by NMS Holding Company L.L.C.
("NMS Holding"). PLM Consulting Group, LLC ("PLM") holds a 98% interest in NMS
Holding. The remaining 2% of NMS Holding is owned by the following four
individuals: Messrs. Tom Price, Michael Price, Paul Luke and Kenneth McCarthy.
Michael A. Price has served as Chief Executive Officer of TFC since July
1996. Previously, he served as President of TFC from 1976 to 1996. Mr. Price
has been the primary officer and majority shareholder of TFC for the last
twenty years.
Thomas W. Price has served as President of TFC since July 1996. He
previously served as Vice President of TFC from 1986 to 1996. Mr. Price has
been actively involved with TFC for the past ten years.
Kenneth W. McCarthy, Jr. is currently Senior Vice President/General Counsel
of TFC (effective July 1, 1996). Previously, Mr. McCarthy was engaged in the
private practice of law and was managing principal of McCarthy and Hogan, a
Puyallup, Washington law firm from 1990 to 1996.
Paul B Luke, currently Senior Vice President/Director of Finance of TFC
(effective July 1, 1996). He previously practiced as a certified public
accountant and tax partner of BDO Seidman, LLP since January 1992.
Messrs. Tom Price and Michael Price together own T&W Financial Corp.
("TFC"), a privately-held company operating primarily in the equipment lease
business. Messrs. Luke and McCarthy are employed by TFC.
As disclosed in NAMSCO's periodic reports filed with the Commission, on
August 27, 1996, NAMSCO caused a limited liability company ("L.L.C.") to be
formed in which NAMSCO's wholly-owned subsidiary became a member with a 98%
interest. The remaining 2% is owned by Mr. Merrill P. Womach, President and
Chief Executive Officer of NAMSCO. NAMSCO's wholly-owned subsidiary
contributed substantially all its operating equipment and leasehold
improvements to this L.L.C. as consideration for its interest. Those assets
were then sold, subject to all liens and encumbrances, to TFC for $1,922,929.
The L.L.C. was formed to facilitate the assignment by NAMSCO to TFC of its
indebtedness to Sanwa Business Credit Corp. ("Sanwa"). By agreement dated
September 5, 1996, Sanwa agreed to and did transfer and assign the
indebtedness, together with the security interests securing that indebtedness,
to TFC, for a payment of $1,622,929. The L.L.C. then leased the assets back
from TFC pursuant to a five-year lease with monthly payments, including
interests, of $40,857. The lease was subsequently assigned by the L.L.C. to
NAMSCO's wholly-owned subsidiary, so that the wholly-owned subsidiary would
have a direct obligation to TFC for the monthly payments. The debt represented
by the lease is guaranteed by Mr. Womach.
Currently, NAMSCO's management has initiated discussions with TFC, as the
replacement secured lender, to forgive the difference between $1,622,929 and
the total amount of the indebtedness, or approximately $4,500,000. However, no
assurance can be made at this time that this will occur.
THE DEBENTURES
The Debentures were issued pursuant to an Indenture dated as of May 30, 1993
and under the Debtors' Amended Plan of Reorganization dated April 27, 1993.
Subject to and upon compliance with the provisions of Article Twelve of the
Indenture, the Debentures are convertible into shares of NAMSCO Common Stock,
$.007 par value, at a conversion price of $2.50 Principal Amount per share. In
addition, the first $1,000,000 Principal Amount of Debentures to make the
election to convert may do so at a conversion price of $2.00 Principal Amount
per share.
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As of November 15, 1996, no Principal Amount of Debentures has been
converted to NAMSCO Common Stock. Such Common Stock is neither listed on a
national securities exchange nor quoted on a dealer system. There is,
accordingly, a limited public trading market for NAMSCO Common Stock.
THE TENDER OFFER
Purpose of the Tender Offer
Currently, the Offeror does not intend to change the management or
operations of NAMSCO and has no plans for any extraordinary transaction
involving NAMSCO. The Offeror is acquiring the Debentures for investment
purposes and to protect the position currently held by its affiliate, TFC.
However, as the Offeror, its affiliates and members are knowledgeable in the
equipment leasing industry, the Offeror may provide consulting services to
NAMSCO in the future, if requested to do so by NAMSCO's management and may
receive compensation therefor.
Although none of the Offeror or any of its affiliates has any present plans
or intentions with respect to a liquidation or sale of assets of NAMSCO or
with respect to the management or operations of NAMSCO, their respective plans
in these regards could change at any time in the future.
The Purchase Price
The Purchase Price for the Debentures tendered and accepted for payment
pursuant to the Tender Offer shall be equal to 20% of their Principal Amount.
Neither defaulted interest nor accrued interest will be paid on the Debentures
purchased pursuant to the Tender Offer.
Principal Terms of the Tender Offer
Upon the terms and subject to the conditions set forth herein and in the
Letter of Transmittal, the Offeror is offering to purchase for cash all of the
outstanding Debentures ($5,858,154.82 million Principal Amount, outstanding as
of November 15, 1996), for the Offer Consideration. The Offeror does not
directly or indirectly own any Debentures. See "The Tender Offer--Principal
Terms of the Tender Offer" and "--Expiration Date; Extension; Amendment;
Termination."
Completion of the Tender Offer may have a material adverse effect on the
value and liquidity of Debentures not purchased pursuant to the Tender Offer.
See "Certain Considerations--Potential Adverse Effects of the Tender Offer on
Market for Debentures Not Tendered."
Conditions of the Tender Offer
Notwithstanding any other provision of the Tender Offer, the Offeror's
obligation to accept for purchase and to pay for Debentures validly tendered
pursuant to the Tender Offer is expressly made subject to and conditioned
upon, among other things, (a) the satisfaction of the Minimum Tender
Condition, and (b) the satisfaction of the General Conditions. The Offeror, in
its sole discretion, may waive any of the conditions to the Tender Offer in
whole or in part, at any time and from time to time. See "The Tender Offer--
Conditions of the Tender Offer."
Expiration Date; Extension; Amendment; Termination
The Tender Offer will expire at the Initial Expiration Time, unless extended
by the Offeror. The term "Expiration Time" means the Initial Expiration Time
or, if the Tender Offer is extended, the latest date and time to which the
Tender Offer is so extended by the Offeror. The term "Expiration Date" means
the Initial Expiration Date or, if the Tender offer is extended, the latest
date to which the Tender Offer is so extended by the Offeror. The Offeror
expressly reserves the right to extend the Tender Offer on a daily basis or
for such period or periods as it may determine in its sole discretion from
time to time by giving written or oral notice to the Depositary and by making
a public announcement by press release (which shall include disclosure of the
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approximate principal amount of Debentures deposited to date) to the Dow Jones
News Service prior to 9:00 a.m., New York City time, on the next business day
following the previously scheduled Expiration Date.
The Offeror expressly reserves the right to amend any term of the Tender
Offer or terminate the Tender Offer at any time prior to the acceptance of
Debentures for purchase. See "The Tender Offer--Expiration Date; Extension;
Amendment; Termination."
Acceptance of Debentures for Payment; Payment for Debentures
Promptly after the later of (a) the Expiration Time and (b) the satisfaction
or waiver of the conditions specified herein, the Offeror will accept for
payment all Debentures validly tendered under the Tender Offer (or defectively
tendered, if the Offeror has waived such defect) and not properly withdrawn.
The date on which the Offeror accepts Debentures for purchase is referred to
herein as the "Acceptance Date." Promptly thereafter, the Offeror will pay the
Offer Consideration for such Debentures. The date of payment with respect to
the Tender Offer is referred to herein as the "Payment Date." See "The Tender
Offer--Acceptance of Debentures for Payment; Payment for Debentures."
Procedures for Tendering Debentures
For Debentures to be validly tendered pursuant to the Tender Offer, a
properly completed and validly executed Letter of Transmittal (or a facsimile
thereof) together with a signature guarantee and any other documents required
by the instructions to the Letter of Transmittal must be received by the
Depositary at one of its addresses set forth on the last page of this Offer to
Purchase (and in the Letter of Transmittal), and either certificates
evidencing the tendered Debentures must be received by the Depositary at any
of such addresses or such Debentures must be transferred pursuant to the
procedures for book-entry transfer described below and a confirmation of such
book-entry transfer must be received by the Depositary, in each case prior to
the Expiration Time. A Holder who desires to tender Debentures and who cannot
comply with the procedures set forth herein for tender on a timely basis or
whose Debentures are not immediately available may tender such Debentures by
following the procedures for guaranteed delivery set forth herein.
Any beneficial owner (i) whose Debentures are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and (ii) who
wishes to tender Debentures should contact such nominee promptly and instruct
such nominee to tender such Debentures on behalf of such beneficial owner. If
a beneficial owner of Debentures desiring to tender Debentures is not the
registered Holder of such Debentures, such beneficial owner may tender such
Debentures in the manner described in the Letter of Transmittal. See the
Letter of Transmittal and "The Tender Offer--Procedures for Tendering
Debentures--Delivery of Letters of Transmittal."
LETTERS OF TRANSMITTAL, DEBENTURES AND ANY OTHER REQUIRED DOCUMENTS SHOULD
BE SENT TO THE DEPOSITARY ONLY. LETTERS OF TRANSMITTAL, DEBENTURES AND ANY
OTHER REQUIRED DOCUMENTS SHOULD NOT BE SENT TO THE OFFEROR, THE CORPORATE
TRUSTEE UNDER THE INDENTURE (THE "TRUSTEE") OR THE INFORMATION AGENT. THE
METHOD OF DELIVERY OF THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED
DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING HOLDER, AND THE
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF
DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY
DELIVERY.
Withdrawal of Tenders
TENDERS OF DEBENTURES MAY BE WITHDRAWN, IN ACCORDANCE WITH THE PROCEDURES
SET FORTH HEREIN AND IN THE LETTER OF TRANSMITTAL, AT ANY TIME PRIOR TO THE
EXPIRATION TIME. In the event of termination or withdrawal of the Tender
Offer, the Debentures tendered pursuant thereto will be returned to the
tendering Holder promptly. See "The Tender Offer--Withdrawal of Tenders."
Certain Federal Income Tax Considerations
See "Certain Federal Income Tax Considerations" for a discussion of certain
tax matters that should be considered in evaluating the Tender Offer.
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Depositary
The Depositary is Northwestern Trust and Investors Advisory Company. See
"The Tender Offer--Depositary."
Information Agent
The Offeror has retained Georgeson & Company Inc. to act as Information
Agent in connection with the Tender Offer. The Information Agent may contact
Holders of debentures regarding the Tender Offer and may request brokers,
dealers, commercial banks, trust companies and other nominees to forward this
Offer to Purchase and the related materials to beneficial owners of the
Debentures. Requests for additional copies of this Offer to Purchase or the
Letter of Transmittal should be directed to the Information Agent at its
address or telephone number on the last page of this Offer to Purchase. See
"The Tender Offer--Information Agent."
Certain Considerations
See "Certain Considerations" and "Certain Federal Income Tax Considerations"
for discussions of certain factors that should be considered in evaluating the
Tender Offer, and also see "Certain Considerations--Potential Adverse Effects
of the Tender Offer on Market for Debentures Not Tendered."
The Debentures currently are registered under Section 12 of the Exchange
Act, which means, among other things, that NAMSCO is required to file periodic
reports with the Commission and to comply with the Commission's proxy rules.
If the Debentures were to be held by fewer than 300 persons, NAMSCO could
apply to de-register the Debentures under the Exchange Act. As the Offeror
intends to own all Debentures upon the consummation of the Tender Offer, it is
anticipated that upon consummation of the Tender Offer, NAMSCO will cause the
Debentures to cease to be registered under Section 12 of the Exchange Act.
CERTAIN CONSIDERATIONS
The following considerations, in addition to the other information set forth
herein, should be considered carefully by Holders of Debentures.
DEFAULTS UPON DEBENTURES
NAMSCO is currently in default on the payment of interest on the Debentures.
Based on information obtained from the Trustee, NAMSCO made interest payments
on the Debentures in the aggregate amount of $158,067.52 in 1996, in separate
payments of $53,922.43, $50,445.34 and $53,699.75. As of November 15, 1996,
defaulted interest on the Debentures totals $429,598.00. Neither defaulted
interest nor accrued interest will be paid on the Debentures purchased
pursuant to the Tender Offer. NAMSCO and the Trustee entered into a
Forbearance Agreement dated September 27, 1996, in which NAMSCO stated that it
is in default on the payment obligations set forth in the Indenture governing
the Debentures and in which the Trustee informed NAMSCO of certain other
alleged defaults. Pursuant to the Forbearance Agreement, the Trustee agreed to
forebear from the commencement of legal proceedings for the collection of the
indebtedness from any source, including NAMSCO, until the earlier of (i) the
occurrence of an Event of Default within the meaning of the Indenture or (ii)
October 24, 1996. The "forbearance period" has expired and the default in
interest payments has not been cured.
NO RELIANCE ON INDEPENDENT VALUATION OF DEBENTURES
The Offeror has made its own independent analysis in establishing the Offer
Consideration. No independent person has been retained by the Offeror to
evaluate or render any opinion with respect to the fairness of the Offer
Consideration.
POTENTIAL ADVERSE EFFECTS OF THE TENDER OFFER ON MARKET FOR DEBENTURES NOT
TENDERED
There currently is only a limited trading market for the Debentures. See
"Market and Trading Information." To the extent that Debentures are tendered
and accepted for payment in the Tender Offer, the trading market for
Debentures that remain outstanding may be significantly more limited, which
might adversely affect the liquidity
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of the Debentures. The extent of the public market for the Debentures and the
availability of price quotations would depend upon a number of factors,
including the number of Holders of Debentures remaining outstanding at such
time and the interest in maintaining a market in such Debentures on the part
of securities firms. As a result, there can be no assurance that any trading
market for the Debentures will exist after consummation of the Tender Offer.
An issue of securities with a smaller outstanding market value available for
trading (the "float") may command a lower price than would a comparable issue
of securities with a greater float. Therefore, the market price for Debentures
that are not purchased in the Tender Offer may be affected adversely to the
extent that the amount of Debentures purchased pursuant to the Tender Offer
reduces the float. The reduced float also may tend to make the market price of
the Debentures that are not so tendered and accepted for payment more
volatile. The float of the Debentures may be further reduced by purchases by
the Offeror in the open market or otherwise of Debentures that remain
outstanding following the consummation of the Tender Offer.
FEDERAL INCOME TAX CONSIDERATIONS
SEE "CERTAIN FEDERAL INCOME TAX CONSIDERATIONS" FOR A DISCUSSION OF CERTAIN
TAX MATTERS THAT SHOULD BE CONSIDERED IN EVALUATING THE TENDER OFFER.
EFFECT ON HOLDERS WHO DO NOT TENDER
If the Tender Offer is successful, the Offeror will hold at least 66 2/3%
Principal Amount of Debentures outstanding. Upon the consummation of the
Tender Offer, the Offeror will have certain powers under the Indenture
governing the Debentures. The Indenture provides for amendment by supplemental
indentures with the consent of two-thirds of the Principal Amount of
Debentures then outstanding. In addition, Holders of a majority in Principal
Amount of the outstanding Debentures may remove the Trustee.
Although the Offeror does not currently have any specific plans to modify or
alter the Indenture, it may in the future employ its position and do so, as
provided under the Indenture.
MARKET AND TRADING INFORMATION
There is a limited public trading market for the Debentures. Prices and
trading volume of the Debentures in the over-the-counter market are not
reported and can be difficult to monitor. Quotations for securities that are
not widely traded, such as the Debentures, may differ from actual trading
prices and should be viewed as approximations. According to NAMSCO, Offerman &
Co., Inc., Minneapolis, Minnesota, did, at one time make a market in the
Debentures and may have participated in transactions in the Debentures at
prices which may be higher or lower than the price being offered in this
Tender Offer. Offerman & Co., Inc. are not obligated to make a market in the
Debentures and any market making may be discontinued at any time without
notice. Holders are urged to contact their own brokers to obtain current
information with respect to market prices for the Debentures that they hold.
Although there are some limited resale mechanisms available to the Holders
wishing to sell their Debentures, there is no formal trading market for the
Debentures. Accordingly, Holders who desire liquidity may wish to consider the
Tender Offer. The Tender Offer affords a significant number of Holders an
opportunity to dispose of their Debentures for cash, which alternative
otherwise might not be available to them. For a discussion of the right of
Holders to convert Debentures into NAMSCO Common Stock, see "Summary--The
Debentures."
THE TENDER OFFER
PURPOSE OF THE TENDER OFFER
Currently, the Offeror does not intend to change the management or
operations of NAMSCO and has no plans for any extraordinary transaction
involving NAMSCO. The Offeror is acquiring the Debentures for investment
purposes and to protect the position currently held by its affiliate, TFC, as
discussed under "Summary--The Offeror."
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However, as the Offeror, its affiliates and members are knowledgeable in the
equipment leasing industry, the Offeror may provide consulting services to
NAMSCO in the future, if requested to do so by NAMSCO's management.
DETERMINATION OF THE PURCHASE PRICE
The Purchase Price for the Debentures tendered and accepted for payment
pursuant to the Tender Offer shall be equal to 20% of their Principal Amount.
Neither defaulted interest nor accrued interest will be paid on the Debentures
purchased pursuant to the Tender Offer. No independent person has been
retained to evaluate or render any opinion with respect to the fairness of the
Offer Consideration and no representation is made by the Offeror as to such
fairness. Other measures of the value of the Debentures may be relevant to
Holders of Debentures. Holders are urged to consider carefully all of the
information contained herein and consult with their own advisor, tax,
financial or otherwise, in evaluating the terms of the Tender Offer before
deciding whether to tender Debentures.
PRINCIPAL TERMS OF THE TENDER OFFER
Upon the terms and subject to the conditions set forth in this Offer to
Purchase and in the accompanying Letter of Transmittal, the Offeror is
offering to purchase for cash all of the outstanding Debentures ($5,858,154.82
million Principal Amount, outstanding as of November 15, 1996) for the Offer
Consideration.
CONDITIONS OF THE TENDER OFFER
Notwithstanding any other provision of the Tender Offer, the Offeror will
not be required to accept for payment, or to pay for, Debentures tendered
pursuant to the Tender Offer and may terminate, extend or amend the Tender
Offer and may, subject to Rule 14e-1 under the Exchange Act, postpone the
acceptance of Debentures so tendered if, at the Expiration Time, (a) the
Minimum Tender Condition shall not have been satisfied, or (b) any of the
General Conditions shall not have been satisfied.
For purposes of the foregoing provisions, all of the "General Conditions"
shall be deemed to have been satisfied unless any of the following conditions
shall occur on or prior to the Acceptance Date:
(i) there shall have been instituted or threatened or be pending any
action or proceeding before or by any court or governmental, regulatory or
administrative agency or instrumentality, or by any other person in
connection with the Tender Offer that is, or is reasonably likely to be, in
the sole judgment of the Offeror, materially adverse to the business,
operations, properties, condition (financial or otherwise), assets,
liabilities or prospects of NAMSCO or the Offeror;
(ii) there shall have occurred any material adverse development, in the
sole judgment of the Offeror, with respect to any action or proceeding
concerning NAMSCO;
(iii) an order, statute, rule, regulation, executive order, stay, decree,
judgment or injunction shall have been proposed, enacted, entered, issued,
promulgated, enforced or deemed applicable by any court or governmental,
regulatory or administrative agency or instrumentality that, in the sole
judgment of the Offeror, would or might prohibit, prevent, restrict or
delay consummation of the Tender Offer or that is, or is reasonably likely
to be, materially adverse to the business, operations, properties,
condition (financial or otherwise), assets, liabilities or prospects of
NAMSCO;
(iv) there shall have occurred or be likely to occur any event that, in
the sole judgment of the Offeror, would or might prohibit, prevent,
restrict or delay consummation of the Tender Offer or that will, or is
reasonably likely to, materially impair the contemplated benefits to the
Offeror of the Tender Offer, or otherwise result in the consummation of the
Tender Offer not being or not reasonably likely to be in the best interests
of NAMSCO or the Offeror;
(v) the Trustee shall have objected in any respect to, or taken any
action that could, in the sole judgment of the Offeror, adversely affect,
the consummation of the Tender Offer, or shall have taken any
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action that challenges the validity or effectiveness of the procedures used
by the Offeror in making the Tender Offer or the acceptance of, or payment
for, any of the Debentures pursuant to the Tender Offer;
(vi) there shall have occurred (a) any general suspension of, or
limitation on prices for, trading in securities in the U.S. securities or
financial markets, (b) any significant adverse change in the trading prices
for the Debentures or any financial market, (c) a material impairment in
the trading market for debt securities, (d) a declaration of a banking
moratorium or any suspension of payments in respect of banks in the United
States, (e) any limitation (whether or not mandatory) by any government or
governmental, administrative or regulatory authority or agency, domestic or
foreign, on, or other event that, in the reasonable judgment of the
Offeror, might affect the extension of credit by banks or other lending
institutions, (f) a commencement of a war or armed hostilities or other
national or international calamity directly or indirectly involving the
United States, (g) any imposition of a general suspension of trading or
limitation of prices on the New York Stock Exchange, Inc. or (h) in the
case of any of the foregoing existing on the date hereof, a material
acceleration or worsening thereof; and
(vii) there shall have occurred any material adverse development which,
in the sole judgment of the Offeror, makes the Tender Offer not in the best
interest of NAMSCO or the Offeror.
The conditions to the Tender Offer are for the sole benefit of the Offeror
and may be asserted by the Offeror in its sole discretion regardless of the
circumstances giving rise to such conditions or may be waived by the Offeror,
in whole or in part, in its sole discretion, whether or not any other
condition of the Tender Offer also is waived. The Offeror has not made a
decision as to what circumstances would lead it to waive any such condition,
and any such waiver would depend on circumstances prevailing at the time of
such waiver. Any determination by the Offeror concerning the events described
in this section shall be final and binding upon all persons.
EXPIRATION DATE; EXTENSION; AMENDMENT; TERMINATION
The Tender Offer will expire at the Initial Expiration Time, unless extended
by the Offeror. The term "Expiration Time" means the Initial Expiration Time
or, if the Tender Offer is extended (including pursuant to any required
extension described in the next paragraph), the latest time to which the
Tender Offer is so extended by the Offeror. The term "Expiration Date" means
the Initial Expiration Date or, if the Tender Offer is extended, the latest
date to which the Tender Offer is so extended by the Offeror. The Offeror
expressly reserves the right to extend the Tender Offer on a daily basis or
for such period or periods as it may determine in its sole discretion from
time to time by giving written or oral notice to the Depositary and by making
a public announcement by press release (which shall include disclosure of the
approximate principal amount of Debentures deposited to date) to the Dow Jones
News Service prior to 9:00 a.m., New York City time, on the next business day
following the previously scheduled Expiration Date. During any extension of
the Tender Offer, all Debentures previously tendered and not accepted for
payment will remain subject to the Tender Offer and, subject to the terms and
conditions of the Tender Offer, may be accepted for payment by the Offeror.
Notwithstanding anything herein to the contrary, the Offeror expressly
reserves the absolute right, in its sole discretion, to (a) waive any
condition to the Tender Offer, (b) amend any term of the Tender Offer and (c)
modify the Offer Consideration. If, prior to the Expiration Date, the Offeror
increases the Offer Consideration, such increased Offer Consideration will be
paid with respect to all Debentures that are purchased pursuant to the Tender
Offer, whether or not such Debentures were tendered prior to such increase in
Offer Consideration. Any waiver or amendment applicable to the Tender Offer
will apply to all Debentures tendered regardless of when or in what order such
Debentures were tendered. If the Offeror makes a material change in the terms
of either the Tender Offer or in the information concerning the Tender Offer
or if it waives a material condition of the Tender Offer, the Offeror will
disseminate additional Tender Offer materials and will extend the Tender Offer
in each case to the extent required by law. If the Tender Offer is amended in
a manner determined by the Offeror, in its sole discretion, to constitute a
material adverse change to the Holders of Debentures (other than a decrease in
the amount of Debentures subject to the Tender Offer or an increase or
decrease in the Offer Consideration discussed below), the Offeror promptly
will disclose such amendment in a public announcement and will extend the
Tender Offer for a period deemed by it to be adequate to permit Holders of
Debentures to withdraw their tenders. If the
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Offeror decreases the amount of Debentures subject to the Tender Offer or
increases or decreases the Offer Consideration offered in the Tender Offer,
the Offeror will, to the extent required by applicable law, cause the Tender
Offer to be extended, if necessary, so that the Tender Offer remain open at
least until the expiration of ten business days from the date that notice of
such increase or decrease is first published, sent or given by the Offeror to
Holders of Debentures. For purposes of the Tender Offer, the term "business
day" means any day other than a Saturday, Sunday or Federal holiday and
consists of the time period from 12:01 a.m. through Midnight, New York City
time.
The Offeror expressly reserves the right, in its sole discretion, to
terminate the Tender Offer if any of the conditions applicable thereto set
forth above under "--Conditions of the Tender Offer" shall exist and shall not
have been waived by the Offeror. Any such termination will be followed
promptly by public announcement thereof. In the event the Offeror shall
terminate or withdraw the Tender Offer, it shall give immediate notice thereof
to the Depositary, and all Debentures theretofore tendered and not accepted
for payment shall be returned promptly to the tendering Holders thereof. See
"--Withdrawal of Tenders" and "--Conditions of the Tender Offer."
Following the completion of the Tender Offer, the Offeror and its affiliates
may acquire additional Debentures. Any such acquisitions may be made through
private purchases, through one or more future tender offers or by any other
means deemed advisable, and may be at prices higher or lower than the price to
be paid for the Debentures purchased to the Tender Offer.
ACCEPTANCE OF DEBENTURES FOR PAYMENT; PAYMENT FOR DEBENTURES
Upon the terms and subject to the conditions of the Tender Offer, the
Offeror will accept for payment Debentures validly tendered pursuant to the
Tender Offer (or defectively tendered, if the Offeror has waived such defect)
prior to the Expiration Time and not properly withdrawn, promptly after the
later of (a) the Expiration Time and (b) the satisfaction or waiver of the
conditions specified herein under "--Conditions of the Tender Offer." The
Offeror will not accept Debentures for payment prior to the Expiration Date.
The Offeror expressly reserves the right, in its sole discretion, to delay
acceptance for payment of Debentures tendered under the Tender Offer or the
payment for Debentures accepted for payment (subject to Rule 14e-1 under the
Exchange Act, which requires that an offeror pay the consideration offered or
return the securities deposited by or on behalf of the Holders thereof
promptly after the termination or withdrawal of a tender offer), or to
terminate the Tender Offer and not accept for payment any Debentures not
theretofore accepted for payment, if any of the conditions set forth above
under "--Conditions of the Tender Offer" shall not have been satisfied or
waived by the Offeror. In all cases, Debentures will only be accepted for
payment pursuant to the Tender Offer after timely receipt by the Depositary of
such Debentures (or confirmation of book-entry transfer thereof) and a
properly completed and validly executed applicable Letter of Transmittal (or a
facsimile thereof), and any other documents required thereby, unless such
requirements are waived by the Offeror.
For purposes of the Tender Offer, the Offeror will be deemed to have
accepted for payment validly tendered Debentures (or defectively tendered, if
the Offeror has waived such defect) if, as and when the Offeror gives oral or
written notice thereof to the Depositary. No tender of Debentures will be
deemed to have been validly made until all defects and irregularities with
respect to such tender have been cured or waived. Payment for Debentures
accepted for payment in the Tender Offer will be made by the Offeror on the
Payment Date by deposit with the Depositary, which will act as agent for the
tendering Holders for the purposes of receiving the Offer Consideration and
transmitting the Offer Consideration to such Holders. Upon the terms and
subject to the conditions of the Tender Offer, delivery of the Offer
Consideration for Debentures accepted for payment pursuant to the Tender Offer
will be made by the Depositary promptly after receipt of funds for the payment
of such Debentures by the Depositary.
If, for any reason, acceptance for payment of, or payment for, validly
tendered Debentures pursuant to the Tender Offer is delayed or the Offeror is
unable to accept for payment, or to pay for, validly tendered Debentures
pursuant to the Tender Offer, then the Depositary may, nevertheless, on behalf
of the Offeror, retain tendered
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Debentures, without prejudice to the rights of the Offeror described under "--
Conditions of the Tender Offer"
and "--Expiration Date; Extension; Amendment; Termination" above and "--
Withdrawal of Tenders" below, but subject to Rule 14e-1 under the Exchange
Act, which requires that an offeror pay the consideration offered or return
the Debentures deposited by or on behalf of Holders thereof promptly after the
termination or withdrawal of a tender offer.
If any tendered Debentures are not accepted for payment for any reason
pursuant to the terms and conditions of the Tender Offer or if certificates
are submitted evidencing more Debentures than are tendered, certificates
evidencing unpurchased Debentures will be returned, without expense, to the
tendering Holder (or, in the case of Debentures tendered by book-entry
transfer into the Depositary's account at a Book-Entry Transfer Facility
pursuant to the procedure set forth under the caption "--Procedures for
Tendering Debentures--Book-Entry Transfer" below, such Debentures will be
credited to the account maintained at such Book-Entry Transfer Facility from
which such Debentures were delivered), unless otherwise requested by such
Holder under "Special Payment Instructions" or "Special Delivery Instructions"
in the Letter of Transmittal, promptly following the Expiration Date or the
termination of the Tender Offer. However, the Offeror is under no obligation
pursuant to the "Special Payment Instructions" box or "Special Delivery
Instructions" box of the Letter of Transmittal to transfer any Debentures from
the name of the registered Holder(s) thereof if the Offeror does not accept
for payment any of the principal amount of such Debentures.
Tendering Holders of Debentures purchased and paid for in the Tender Offer
will be obligated to pay any brokerage commissions and fees and any transfer
taxes with respect to the purchase of their Debentures, to the extent any such
commissions, fees or taxes are payable (e.g., if the box entitled "Special
Payment Instructions" or the box entitled "Special Delivery Instructions" in
the Letter of Transmittal has been completed). The Offeror will pay all other
charges and expenses in connection with the Tender Offer. See "--Depositary"
and "--Miscellaneous" below.
DETERMINATION OF VALIDITY
All questions as to the form of documents and validity, eligibility
(including time of receipt) and acceptance for payment of any tender of
Debentures will be determined by the Offeror, in its sole discretion, whose
determination shall be final and binding on all parties. The Offeror reserves
the absolute right to reject any or all tenders determined by it not to be in
proper form, or the acceptance of or payment for which may, in the opinion of
the Offeror's counsel, be unlawful. The Offeror also reserves the absolute
right to waive any of the conditions of the Tender Offer or any defect or
irregularity in any tender of Debentures of any particular Holder whether or
not similar defects or irregularities are waived in the case of other Holders.
SOURCE OF FUNDS
The Offeror expects that approximately $1,200,000 would be required to
acquire all of the Debentures sought pursuant to the Tender Offer and to pay
related fees and expenses. The Offeror intends to obtain all of such funds
from unsecured credit facilities currently available and previously
established by the Offeror. As of November 15, 1996, the Offeror had available
an aggregate of approximately $2,700,000 under its existing credit facilities.
PROCEDURES FOR TENDERING DEBENTURES
General
HOLDERS SHOULD REVIEW THIS OFFER TO PURCHASE AND THE ACCOMPANYING LETTER OF
TRANSMITTAL CAREFULLY.
For Debentures to be validly tendered pursuant to the Tender Offer, a
properly completed and validly executed Letter of Transmittal (or a facsimile
thereof) together with a signature guarantee and any other documents required
by the instructions to the Letter of Transmittal must be received by the
Depositary at one of its addresses set forth on the last page of this Offer to
Purchase (and in the Letter of Transmittal), and either certificates
evidencing the tendered Debentures must be received by the Depositary at any
of such addresses or
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such Debentures must be transferred pursuant to the procedures for book-entry
transfer described below and a confirmation of such book-entry transfer must
be received by the Depositary, in each case prior to the Expiration Time. A
Holder who desires to tender Debentures and who cannot comply with the
procedures set forth herein for tender on a timely basis or whose Debentures
are not immediately available must comply with the procedures for guaranteed
delivery set forth below. Letters of Transmittal, Debentures and any other
required documents should be sent only to the Depositary, and not to the
Offeror, the Trustee or the Information Agent.
Delivery of Letters of Transmittal
If the certificates for Debentures are registered in the name of a person
other than the signer of a Letter of Transmittal, then, in order to tender
such Debentures pursuant to the Tender Offer, the certificates evidencing such
Debentures must be endorsed or accompanied by appropriate bond powers, signed
exactly as the name or names of the registered owner or owners appear on the
certificates, with the signatures on the certificates or bond powers
guaranteed as provided below. If the Letter of Transmittal is signed by a
beneficial owner who is not the registered Holder of such Debentures, such
registered Holder must complete and sign a valid proxy, signed exactly as the
name or names of such registered Holder or Holders appear on the certificates,
with the signatures on the proxy guaranteed as provided below.
ANY BENEFICIAL OWNER WHOSE DEBENTURES ARE REGISTERED IN THE NAME OF A
BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE AND WHO WISHES
TO TENDER DEBENTURES SHOULD CONTACT SUCH REGISTERED HOLDER PROMPTLY AND
INSTRUCT SUCH REGISTERED HOLDER TO TENDER DEBENTURES ON BEHALF OF SUCH
BENEFICIAL OWNER. If such beneficial owner wishes to tender such Debentures
directly, such beneficial owner must, prior to completing and executing the
Letter of Transmittal and, where applicable, delivering such Debentures,
either make appropriate arrangements to register ownership of the Debentures
in such beneficial owner's name or follow the procedures described in the
immediately preceding paragraph. The transfer of record ownership may take a
considerable amount of time.
THE METHOD OF DELIVERY OF DEBENTURES, LETTERS OF TRANSMITTAL, AND ALL OTHER
REQUIRED DOCUMENTS TO THE DEPOSITARY IS AT THE ELECTION AND RISK OF THE HOLDER
TENDERING DEBENTURES. INSTEAD OF EFFECTING DELIVERY BY MAIL, IT IS RECOMMENDED
THAT TENDERING HOLDERS USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IF SUCH
DELIVERY IS BY MAIL, IT IS SUGGESTED THAT THE HOLDER USE PROPERLY INSURED,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, AND THAT THE MAILING BE MADE
SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE TO PERMIT DELIVERY TO THE
DEPOSITARY PRIOR TO SUCH DATE. NO ALTERNATIVE, CONDITIONAL OR CONTINGENT
TENDER OF DEBENTURES WILL BE ACCEPTED. EXCEPT AS OTHERWISE PROVIDED IN THE
LETTER OF TRANSMITTAL, THE DELIVERY WILL BE DEEMED MADE WHEN ACTUALLY RECEIVED
BY THE DEPOSITARY.
Signature Guarantees
Signatures on the Letter of Transmittal must be guaranteed by a firm which
is a member of a registered national securities exchange or of the National
Association of Securities Dealers, Inc., by a commercial bank or trust company
having an office or correspondent in the United States or by any other
"Eligible Guarantor Institution" as such term is defined in Rule 17Ad-15 under
the Exchange Act (each of the foregoing being referred to herein as an
"Eligible Institution") unless (a) the Letter of Transmittal is signed by the
registered Holder of the Debentures tendered therewith (or by a participant in
one of the Book-Entry Transfer Facilities (as defined herein) whose name
appears on a security position listing as the owner of such Debentures) and
neither the "Special Payment Instructions" box nor the "Special Delivery
Instructions" box of the Letter of Transmittal is completed, or (b) such
Debentures are tendered for the account of an Eligible Institution.
Book-Entry Transfer
The Depositary will establish a new account or utilize an existing account
with respect to the Debentures at each of The Depository Trust Company ("DTC")
(the "Book Entry Transfer Facility") promptly after the date of this Offer to
Purchase (to the extent such arrangements have not been made previously by the
Depositary), and any financial institution that is a participant in the Book-
Entry Transfer Facility system and whose name appears on a security position
listing as the owner of the Debentures may make book-entry delivery of
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Debentures by causing the Book-Entry Transfer Facility to transfer such
Debentures into the Depositary's account in accordance with the Book-Entry
Transfer Facility's procedures for such transfer. However, although delivery
of Debentures may be effected through book entry transfer at a Book-Entry
Transfer Facility, the Letter of Transmittal, properly completed and validly
executed (or a facsimile thereof), with any required signature guarantees and
any other required documents, must, in any case, be received by the Depositary
at one of its addresses set forth on the back cover of this Offer to Purchase
(and in the Letter of Transmittal) prior to the Expiration Time, or the
guaranteed delivery procedures described below must be complied with. Delivery
of documents to the Book-Entry Transfer Facility in accordance with such Book-
Entry Transfer Facility's procedures does not constitute delivery to the
Depositary.
Guaranteed Delivery
If a Holder desires to tender Debentures pursuant to the Tender Offer and
(a) certificates representing such Debentures are not immediately available,
(b) time will not permit such Holder's Letter of Transmittal, certificates
evidencing such Debentures or other required documents to reach the Depositary
prior to the Expiration Time or (c) such Holder cannot complete the procedures
for book-entry transfer prior to the Expiration Time, a tender of Debentures
may be effected if all the following are complied with:
(a) such tender and delivery is made by or through an Eligible
Institution;
(b) prior to the Expiration Time, the Depositary has received from such
Eligible Institution(s), at one of the addresses of the Depositary set
forth on the last page of this Offer to Purchase (and Letter of
Transmittal), a properly completed and validly executed Notice of
Guaranteed Delivery (by facsimile transmission, mail or hand delivery) in
substantially the form provided with this Offer to Purchase, setting forth
the name(s) and address(es) of the registered Holder(s), and the principal
amount of Debentures being tendered, and stating that the tender is being
made thereby and guaranteeing that, within three New York Stock Exchange
("NYSE") trading days after the date of the Notice of Guaranteed Delivery,
the applicable Letter of Transmittal validly executed (or a facsimile
thereof), together with certificates evidencing the Debentures or
confirmation of book-entry transfer of such Debentures into the
Depositary's account with a Book-Entry Transfer Facility, and any other
documents required by the applicable Letter of Transmittal and the
instructions thereto, will be deposited by such Eligible Institution with
the Depositary; and
(c) such Letter of Transmittal in proper form, properly completed and
validly executed (or a facsimile thereof), with any required signature
guarantees, together with certificates evidencing all physically delivered
Debentures in proper form for transfer (or confirmation of book-entry
transfer of such Debentures into the Depositary's account with a Book-Entry
Transfer Facility) and any other required documents are received by the
Depositary within three NYSE trading days after the date of such Notice of
Guaranteed Delivery.
Mutilated, Lost, Stolen or Destroyed Certificates
If a Holder desires to tender Debentures pursuant to the Tender Offer, but
the certificates evidencing such Debentures have been mutilated, lost, stolen
or destroyed, such Holder should write to or telephone National City Bank of
Minneapolis, the Trustee, at the address or telephone number listed below
about procedures for obtaining replacement certificates for such Debentures or
arranging for indemnification or any other matter that requires handling by
such Trustee:
NATIONAL CITY BANK OF MINNEAPOLIS
651 Nicollet Mall
Minneapolis, Minnesota 55402
Telephone: (612) 904-8719
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Other Matters
Notwithstanding any other provision of the Tender Offer, Debentures will
only be accepted for payment pursuant to the Tender Offer after timely receipt
by the Depositary of the tendered Debentures (or confirmation of book-entry
transfer of such Debentures into the Depositary's account with a Book-Entry
Transfer Facility), together with a properly completed and validly executed
Letter of Transmittal (or a facsimile thereof) and any other required
documents.
Tenders of Debentures pursuant to any of the procedures described above and
acceptance thereof by the Offeror will constitute a binding agreement between
the Offeror and the tendering and consenting Holder of the Debentures, upon
the terms and subject to the conditions of the Tender Offer.
All questions as to the form of all documents and the validity (including
time of receipt) and acceptance of all tenders of Debentures, and the
withdrawal thereof, will be determined by the Offeror, in its sole discretion,
which determination shall be final and binding. Alternative conditional or
contingent tenders of Debentures will not be considered valid. The Offeror
reserves the absolute right to reject any or all tenders of Debentures that
are not in proper form or the acceptance of which, in the Offeror's opinion,
would be unlawful. The Offeror also reserves the right to waive any defects,
irregularities or conditions of tender as to particular Debentures. The
Offeror's interpretation of the terms and conditions of the Tender Offer
(including the instructions in the Letter of Transmittal) will be final and
binding. Any defect or irregularity in connection with tenders of Debentures
must be cured within such time as the Offeror determines, unless waived by the
Offeror. Tenders of Debentures shall not be deemed to have been made until all
defects and irregularities have been waived by the Offeror or cured. None of
the Offeror, the Depositary, the Trustee, the Information Agent or any other
person will be under any duty to give notice of any defects or irregularities
in tenders of Debentures, or will incur any liability to Holders for failure
to give any such notice.
WITHDRAWAL OF TENDERS
TENDERS OF DEBENTURES MAY BE WITHDRAWN, IN ACCORDANCE WITH THE PROCEDURES
SET FORTH HEREIN AND IN THE LETTER OF TRANSMITTAL, AT ANY TIME PRIOR TO THE
EXPIRATION TIME. In the event of termination or withdrawal of the Tender
Offer, the Debentures tendered pursuant thereto will be returned to the
tendering Holder promptly.
Holders who wish to exercise their right of withdrawal with respect to the
Tender Offer must give written notice of withdrawal delivered by mail or hand
delivery or facsimile transmission, which notice must be received by the
Depositary at one of its addresses set forth on the back cover of this Offer
to Purchase (and in the Letter of Transmittal) prior to the Expiration Time.
In order to be effective, a notice of withdrawal must specify the name of the
person who tendered the Debentures to be withdrawn, the name in which the
Debentures are registered, if different from that of the person who tendered
the Debentures, and the principal amount of Debentures to be withdrawn. If
certificates have been delivered or otherwise identified (through confirmation
of book-entry transfer of such Debentures) to the Depositary, the name of the
registered Holder and the certificate number or numbers relating to such
Debentures withdrawn also must be furnished to the Depositary as aforesaid
prior to the physical release of the certificates for the withdrawn Debentures
(or, in the case of Debentures transferred by book entry transfer, the name
and number of the account of the Book-Entry Transfer Facility to be credited
with withdrawn Debentures). The notice of withdrawal must be signed by the
Holder in the same manner as the Letter of Transmittal (including, in any
case, any required signature guarantees) or be accompanied by evidence
satisfactory to the Offeror that the person withdrawing the tender has
succeeded to the beneficial ownership of such Debentures. Withdrawals of
tenders of Debentures may not be rescinded and any Debentures withdrawn will
thereafter be deemed not validly tendered for purposes of the Tender Offer.
However, properly withdrawn Debentures may be retendered by following the
procedures therefor, described elsewhere herein, at any time prior to the
Expiration Time.
If the Offeror is delayed in its acceptance for payment of, or payment for,
any Debentures or is unable to accept for payment or pay for Debentures
pursuant to the Tender Offer for any reason, then, without prejudice to the
Offeror's rights hereunder, tendered Debentures may be retained by the
Depositary on behalf of the Offeror
16
<PAGE>
and may not be withdrawn may not be revoked (subject to Rule 14e-1 under the
Exchange Act, which requires that an offeror pay the consideration offered or
return the Debentures deposited by or on behalf of the Holders promptly after
the termination or withdrawal of a tender after), except as otherwise provided
in this section.
BACKUP WITHHOLDING
For a discussion of federal income tax considerations relating to backup
withholding, see "Certain Federal Income Tax Considerations--Backup
Withholding and Substitute Form W-9."
INFORMATION AGENT
The Offeror has retained Georgeson & Company Inc. to act as Information
Agent in connection with the Tender Offer. The Information Agent may contact
Holders regarding the Tender Offer and may request brokers, dealers and other
nominees to forward the Offer to Purchase and related materials to beneficial
owners of Debentures.
Georgeson & Company Inc. will be paid customary fees for its services as
Information Agent in connection with the Tender Offer. In addition, Georgeson
& Company Inc. will be reimbursed for its reasonable out-of-pocket expenses
(including the reasonable fees and disbursements of counsel). The Offeror also
has agreed to indemnify Georgeson & Company Inc. against certain liabilities,
including liabilities under the federal securities laws.
Requests for assistance or additional copies of this Offer to Purchase and
the Letter of Transmittal should be directed to the Information Agent at the
address set forth on the last page of this Offer to Purchase.
The Information Agent assumes no responsibility for the accuracy or
completeness of the information concerning the Offeror contained herein or for
any failure by the Offeror to disclose events which have occurred that may
affect the significance or accuracy of such information.
Except as otherwise indicated, information contained in this Offer to
Purchase is based upon documents and reports publicly filed by NAMSCO with the
Commission. Although the Offeror has no information that any statements
contained in this Offer to Purchase are untrue, the Offeror does not take
responsibility for the accuracy or completeness of any information contained
in this Offer to Purchase which is derived from such public documents, or for
any failure by NAMSCO to disclose events which may have occurred and may
affect the significance or accuracy of any such information but which are
unknown to the Offeror. See "Available Information" for reference to the
reports publicly filed by NAMSCO.
DEPOSITARY
Northwestern Trust and Investors Advisory Company has been appointed
Depositary for the Tender Offer. All deliveries and correspondence sent to the
Depositary should be directed to one of its addresses set forth on the last
page of this Offer to Purchase (and in the Letter of Transmittal). The Offeror
has agreed to pay the Depositary customary fees for its services. The Offeror
has agreed to indemnify the Depositary against certain liabilities, including
liabilities under the federal securities laws.
MISCELLANEOUS
In connection with the Tender Offer, directors, officers and regular
employees of the Offeror (who will not be specifically compensated for such
services) may solicit tenders by use of the mails, personally or by telephone,
telegram or facsimile transmissions. The Offeror also will pay brokerage
houses and other custodians, nominees and fiduciaries the reasonable out-of-
pocket expenses incurred by them in forwarding copies of this Offer to
Purchase and related documents to the beneficial owners of the Debentures and
in handling or forwarding tenders of Debentures by their customers.
17
<PAGE>
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
GENERALLY
The following discussion summarizes certain federal income tax consequences
resulting from the sale of the Debentures pursuant to the Tender Offer. This
discussion is based upon the Internal Revenue Code of 1986, as amended (the
"Code"), applicable treasury regulations (the "Treasury Regulations"),
judicial authority, and administrative rulings and practice, all as currently
existing and in effect. There can be no assurance that the IRS will not take a
contrary view, and no ruling from the IRS has been or will be sought.
Legislative, judicial, or administrative changes or interpretations may be
forthcoming that could alter or modify the statements and conclusions set
forth herein. Any such changes or interpretations may be retroactive and could
affect the tax consequences of the sale of the Debentures.
The following discussion applies to Holders who are (i) citizens or
residents of the United States, (ii) domestic corporations or (iii) otherwise
subject to United States federal income taxation on a net basis in respect of
the Debentures and who hold the Debentures as "capital assets" (generally,
property held for investment). The discussion does not address all of the
federal income tax consequences that may be relevant to any particular Holder
in view of such Holder's individual tax situation. Also, certain Holders
(including insurance companies, tax-exempt organizations, financial
institutions, dealers in securities, S corporations, foreign corporations,
persons that hold Debentures that are a hedge or that are hedged against
currency risks or that are part of a straddle or conversion transaction, and
persons who are not citizens or residents of the United States) may be subject
to special rules not discussed below.
SALE OF DEBENTURES PURSUANT TO TENDER OFFER
A sale of Debentures by a Holder pursuant to the Tender Offer will be a
taxable transaction for federal income tax purposes. Subject to the market
discount rules discussed below, a Holder will recognize capital gain or loss
on such a sale of Debentures in an amount equal to the difference between: (i)
the amount of cash received for the Debentures; and (ii) the Holder's adjusted
tax basis in the Debentures on the date of the sale. Such capital gain or loss
will be long-term capital gain or loss if the Holder held the Debentures for
more than one year on the date of the sale. A Holder's adjusted tax basis in
the Debentures generally is equal to the cost of the Debentures to such
Holder. However, if a Holder acquired the Debentures at a "market discount"
(as defined below) or at a premium, then such Holder's adjusted tax basis in
the Debentures would, as appropriate, either be increased by any market
discount previously included in income by the Holder pursuant to an election
to include market discount in gross income currently as it accrues or reduced
by any amortizable bond premium that the Holder has previously deducted
pursuant to an election to deduct amortizable bond premium from gross income
on an annual basis as it accrues.
The foregoing general rules regarding the recognition of capital gain or
loss on a sale of Debentures are subject to certain "market discount" rules
that apply to Holders who acquired Debentures at a market discount from a
prior Holder thereof. For purposes of these rules, and subject to a de minimis
exception, the term "market discount" means the excess of the stated
redemption price at maturity of a Debenture over the Holder's tax basis in
such Debenture immediately after its acquisition by such Holder. In general,
any gain realized by a Holder on the sale of a Debenture having market
discount in excess of a de minimis amount will constitute ordinary income to
the extent of the market discount that has accrued while the Debenture was
held by the Holder, unless the Holder has elected to include market discount
in income currently as it accrues. The amount of the market discount that will
be treated as ordinary income on the sale of a Debenture will be computed on a
straight line basis or, at the election of the Holder, on a constant yield
method.
HOLDERS ARE URGED TO CONSULT WITH THEIR OWN TAX ADVISORS REGARDING THE TAX
CONSEQUENCES OF TENDERING OR FAILING TO TENDER THEIR DEBENTURES, INCLUDING THE
APPLICATION OF ANY GIFT, ESTATE, STATE, LOCAL, FOREIGN, OR OTHER TAX LAWS.
INFORMATION REPORTING
Information statements will be provided by the Offeror to the IRS and to
Holders whose Debentures are sold pursuant to the Tender Offer reporting the
payment of the Offer Consideration (except with respect to Holders that are
exempt from the information reporting rules, such as corporations).
18
<PAGE>
BACKUP WITHHOLDING AND SUBSTITUTE FORM W-9
Under federal income tax law, certain Holders whose Debentures are accepted
for payment are required to provide the Depositary (as payor) with such
Holder's correct taxpayer identification number on the Substitute Form W-9
(included as part of the applicable Letter of Transmittal). If the Holder is
an individual, the taxpayer identification number is his or her social
security number. If the Depositary is not provided with the correct taxpayer
identification number, the Holder may be subject to a $50 penalty imposed by
the IRS. In addition, payments that are made to such Holder may be subject to
backup withholding. Certain Holders (including, among others, corporations)
are not subject to these backup withholding and reporting requirements. If
backup withholding applies, the Depositary is required to withhold 31 percent
of any payment made to the Holder. Backup withholding is not an additional
federal income tax. Rather, the federal income tax liability of persons
subject to backup withholding will be reduced by the amount of tax withheld.
If backup withholding results in an overpayment of federal income taxes, a
refund may be obtained from the IRS provided the required information is
furnished.
To prevent backup withholding, the Holder or other payee is required to
complete the Substitute Form W-9 on the Letter of Transmittal certifying that
the taxpayer identification number provided on such form is correct and that
such Holder or other payee is not subject to backup withholding.
THE FOREGOING DISCUSSION OF CERTAIN FEDERAL INCOME TAX CONSIDERATIONS DOES
NOT CONSIDER THE PARTICULAR FACTS AND CIRCUMSTANCES OF ANY HOLDER'S SITUATION
OR STATUS. THE SUMMARY IS BASED ON THE PROVISIONS OF THE CODE, TREASURY
REGULATIONS, PROPOSED REGULATIONS, RULINGS AND JUDICIAL DECISIONS NOW IN
EFFECT ALL OF WHICH ARE SUBJECT TO CHANGE, POSSIBLY ON A RETROACTIVE BASIS.
EACH HOLDER OF DEBENTURES (INCLUDING HOLDERS OF DEBENTURES WHO DO NOT TENDER
THEIR DEBENTURES) SHOULD CONSULT WITH SUCH HOLDER'S TAX ADVISOR REGARDING THE
TAX CONSEQUENCES TO SUCH HOLDER, INCLUDING THE TAX CONSEQUENCES UNDER STATE,
LOCAL, FOREIGN AND OTHER TAX LAWS, OF THE SALE OF THE DEBENTURES.
19
<PAGE>
SELECTED FINANCIAL DATA
Set forth below is a summary of certain financial data for NAMSCO which has
been excerpted from NAMSCO's Annual Report on Form 10-KSB/A for the year ended
December 31, 1995 and its Quarterly Report on Form 10-QSB/A for the quarter
ended September 30, 1996.
The following table sets forth in comparative tabular form a summary of
selected financial data for each of NAMSCO's last two full years:
NAMSCO CORPORATION AND SUBSIDIARY
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, DECEMBER 31, DECEMBER 31,
1996 1995 1994
----------------- ------------ ------------
<S> <C> <C> <C>
Revenues:
New music installations.......... $ 1,970,831 $ 7,261,829 $ 6,132,183
Renewal contracts................ 954,167 446,598 340,329
Tribute contracts................ 1,201,892 801,623 725,825
Direct sales and other........... 526,578 689,308 770,725
Finance.......................... 1,784,323 2,170,767 1,601,877
Service.......................... 365,000 533,726 535,068
Rental........................... 354,092 517,676 527,531
Other sales...................... 0 72,083 0
----------- ----------- -----------
Total........................ 7,156,883 12,493,610 10,633,538
----------- ----------- -----------
Costs and Expenses:
Cost of sales.................... 1,337,840 4,590,865 4,760,931
Selling, general and
administrative.................. 2,981,547 3,979,590 3,781,359
Maintenance...................... 615,649 937,748 944,209
Loss on removal of tape playback
equipment....................... 0 836,254 831,555
----------- ----------- -----------
Total........................ 4,935,036 10,394,457 10,318,054
----------- ----------- -----------
Income from operations............. 2,221,847 2,099,153 315,485
----------- ----------- -----------
Other expense:
Interest......................... 1,822,544 2,254,884 1,981,558
Cancellation of sales-type
leases:
Systems replaced with CD
equipment..................... 1,031,666 0 0
Removed systems................ 566,953 0 0
Other miscellaneous expense...... 0 160,685 0
----------- ----------- -----------
Total........................ 3,421,133 2,415,569 1,981,558
Income (Loss) before income taxes.. (1,199,286) (316,416) (1,666,074)
Provision for income taxes......... (386,417) (515,800) 394,000
----------- ----------- -----------
Net loss........................... $ (812,869) $ (832,216) $(1,272,074)
=========== =========== ===========
Weighted average common shares
outstanding....................... 4,319,902 4,319,902 4,319,902
----------- ----------- -----------
Income (Loss) per share of common
stock............................. $ (.19) $ (.19) $ (.29)
----------- ----------- -----------
</TABLE>
20
<PAGE>
MISCELLANEOUS
The Tender Offer is not being made to (nor will tenders of Debentures be
accepted from or on behalf of) Holders of Debentures in any jurisdiction in
which the making or acceptance of the Tender Offer would not be in compliance
with the laws of such jurisdiction. However, the Offeror, in its sole
discretion, may take such action as it may deem necessary to make the Tender
Offer in any such jurisdiction in compliance with the laws of such
jurisdiction, and may extend the Tender Offer to Holders of Debentures in such
jurisdiction.
Pursuant to Rule 14d-3 of the General Rules and Regulations under the
Exchange Act, the Offeror has filed with the Commission a Tender Offer
Statement on Schedule 14D-1, together with exhibits, furnishing certain
additional information with respect to the Tender Offer. Such Statement and
any amendments thereto, including exhibits, may be inspected and copies may be
obtained at the same places and in the same manner as set forth with respect
to information concerning NAMSCO in "Available Information" (except that they
will not be available at the regional offices of the Commission).
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ON BEHALF OF THE OFFEROR WHICH IS NOT CONTAINED IN THIS OFFER
TO PURCHASE OR IN THE LETTER OF TRANSMITTAL, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON.
INFORMATION AGENT
Georgeson & Company Inc.
Wall Street Plaza
New York, New York 10005
(212) 344-4600 (collect)
DEPOSITARY
Northwestern Trust and Investors Advisory Company
1201 Third Avenue, 20th Floor
Seattle, Washington 98101
(206) 442-6400 (reference Tender Offer)
21
<PAGE>
LETTER OF TRANSMITTAL
TO TENDER SENIOR CONVERTIBLE DEBENTURES, DUE AUGUST 2, 2003
OF
NAMSCO CORPORATION,
A WHOLLY OWNED SUBSIDIARY OF
NATIONAL MUSIC SERVICE, INCORPORATED
PURSUANT TO THE OFFER TO PURCHASE DATED DECEMBER 13, 1996
THE TENDER OFFER WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON JANUARY
15, 1997, UNLESS EXTENDED. TENDERS OF DEBENTURES MAY BE WITHDRAWN AT ANY
TIME UNTIL THE EXPIRATION TIME. NO OFFER CONSIDERATION WILL BE PAID FOR
DEBENTURES TENDERED AFTER THE EXPIRATION TIME.
Tenders of Debentures should be made to the Depositary at the address or
facsimile number set forth below:
NORTHWESTERN TRUST AND INVESTORS ADVISORY COMPANY, DEPOSITARY
Northwestern Trust and Investors
Advisory Company
1201 Third Avenue, 20th Floor
Seattle, Washington 98101
By Facsimile Transmission:
(For Eligible Institutions Only)
(206) 442-6401
Confirm by Telephone:
(206) 442-6400 (reference Tender Offer)
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION VIA FACSIMILE,
OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
The instructions contained herein should be read carefully before this
Letter of Transmittal is completed.
Holders who wish to be eligible to receive the Offer Consideration pursuant
to the Tender Offer must validly tender (and not withdraw) their Debentures to
the Depositary prior to the Expiration Time.
<PAGE>
This Letter of Transmittal ("Letter of Transmittal") is to be used by
registered holders ("Holders") if: (i) certificates representing Senior
Convertible Debentures, due August 2, 2003 (the "Debentures") of NAMSCO
Corporation ("NAMSCO") are to be physically delivered to the Depositary
herewith by such Holders; (ii) tender of Debentures is to be made by book-
entry transfer to the Depositary's account at The Depository Trust Company
("DTC") (the "Book-Entry Transfer Facility") pursuant to the procedures set
forth in the Offer to Purchase, dated December 13, 1996 (as the same may be
amended from time to time, the "Offer to Purchase"), of NMS Acquisition
Company, L.L.C., a Delaware limited liability company (the "Offeror"), under
the caption "The Tender Offer--Procedures for Tendering Debentures--Book-Entry
Transfer" by any financial institution that is a participant in a Book-Entry
Transfer Facility and whose name appears on a security position listing as the
owner of Debentures; or (iii) tender of Debentures is to be made according to
the guaranteed delivery procedures set forth in the Offer to Purchase under
the caption "The Tender Offer--Procedures for Tendering Debentures--Guaranteed
Delivery." Delivery of documents to a Book-Entry Transfer Facility does not
constitute delivery to the Depositary.
ANY BENEFICIAL OWNER WHOSE DEBENTURES ARE REGISTERED IN THE NAME OF A
BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE AND WHO WISHES
TO TENDER DEBENTURES SHOULD CONTACT SUCH REGISTERED HOLDER PROMPTLY AND
INSTRUCT SUCH REGISTERED HOLDER TO TENDER SUCH DEBENTURES ON BEHALF OF SUCH
BENEFICIAL OWNER. IF A BENEFICIAL OWNER DESIRING TO TENDER DEBENTURES IS
OTHERWISE NOT THE HOLDER OF SUCH DEBENTURES, SUCH OWNER MAY TENDER SUCH
DEBENTURES IN THE MANNER DESCRIBED IN INSTRUCTION 4. SEE "THE TENDER OFFER--
PROCEDURES FOR TENDERING DEBENTURES--DELIVERY OF LETTERS OF TRANSMITTAL" IN
THE OFFER TO PURCHASE.
IF A HOLDER DESIRING TO TENDER DEBENTURES IS NOT THE HOLDER OF SUCH
DEBENTURES, SUCH HOLDER MAY STILL TENDER SUCH DEBENTURES BY DELIVERING A VALID
CONSENT OR PROXY OF THE HOLDER IN THE MANNER DESCRIBED IN INSTRUCTION 4.
The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned desires to take with
respect to the Tender Offer.
All capitalized terms used but not defined herein shall have the respective
meanings assigned to them in the Offer to Purchase.
2
<PAGE>
Your bank or broker can assist you in completing this form. The instructions
included with this Letter of Transmittal must be followed. Questions and
requests for assistance may be directed to Georgeson & Company Inc., the
Information Agent, at the address and telephone number in the Offer to
Purchase. Additional copies of the Offer to Purchase, this Letter of
Transmittal and the Notice of Guaranteed Delivery may be obtained from the
Information Agent. See Instruction 9 below.
[_]Check here if tendered Debentures are being delivered by book-entry
transfer made to the account maintained by the Depositary with a Book-
Entry Transfer Facility and complete the following:
Name of Tendering Institution: ____________________________________________
Name of Book-Entry Transfer Facility:
DTC
Participant ID #: 2669
Agent ID #: 20290
Interested Party ID #:95627
Account #: 17-83888
Northwestern Trust Company
Transaction Code Number: __________________________________________________
If a Holder desires to tender Debentures pursuant to the Tender Offer and
(i) certificates representing such Debentures are not immediately available,
(ii) time will not permit such Holder's Letter of Transmittal, certificates
evidencing such Debentures or other required documents to reach the Depositary
prior to the Expiration Time or (iii) such Holder cannot complete the
procedures for book-entry transfer prior to the Expiration Time, such Holder
may tender such Debentures in accordance with the guaranteed delivery
procedures set forth in the Offer to Purchase under the caption "The Tender
Offer--Procedures for Tendering Debentures--Guaranteed Delivery." See
Instruction 1 below.
[_]Check here if tendered Debentures are being delivered pursuant to a
Notice of Guaranteed Delivery previously delivered to the Depositary and
complete the following:
Name of Holder(s): ________________________________________________________
Window Ticket No. (if any): _______________________________________________
Date of Execution of Notice of Guaranteed Delivery: _______________________
Name of Eligible Institution that Guaranteed Delivery: ____________________
If Delivered by Book-Entry Transfer, Name of Book-Entry Transfer Facility:
DTC
Participant ID #: 2669
Agent ID #: 20290
Interested Party ID #:95627
Account #: 17-83888
Northwestern Trust Company
Transaction Code Number: __________________________________________________
3
<PAGE>
List below the Debentures to which this Letter of Transmittal relates. If
the space provided below is inadequate, list the certificate numbers and
principal amounts on a separately executed schedule and affix the schedule to
this Letter of Transmittal.
DESCRIPTION OF DEBENTURES
<TABLE>
- - ----------------------------------------------------------------------------------------
<CAPTION>
NAME(S) AND ADDRESS(ES) OF AGGREGATE PRINCIPAL
HOLDER(S) CERTIFICATE AMOUNT PRINCIPAL AMOUNT
(PLEASE FILL IN, IF BLANK) NUMBERS* REPRESENTED** TENDERED**
- - ----------------------------------------------------------------------------------------
-----------------------------------------------------------
-----------------------------------------------------------
-----------------------------------------------------------
-----------------------------------------------------------
<S> <C> <C> <C>
Total Principal
Amount of
Debentures
- - ----------------------------------------------------------------------------------------
</TABLE>
*Need not be completed by holders tendering by book-entry transfer.
**Unless otherwise indicated in the column labeled "Principal Amount
Tendered" and subject to the terms and conditions of the Tender Offer, a
holder will be deemed to have tendered the entire aggregate principal
amount represented by the Debentures indicated in the column labeled
"Aggregate Principal Amount Represented." See Instruction 3.
4
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
By execution hereof, the undersigned acknowledges receipt of the Offer to
Purchase, dated December 13, 1996 (as the same may be amended from time to
time, the "Offer to Purchase"), of NMS Acquisition Company, L.L.C., a Delaware
limited liability corporation (the "Offeror"), and this Letter of Transmittal
and instructions hereto, which together constitute the Offeror's offer (the
"Tender Offer") to purchase for cash all of the outstanding Senior Convertible
Debentures, due August 2, 2003 (the "Debentures") of NAMSCO Corporation
("NAMSCO") upon the terms and subject to the conditions set forth in the Offer
to Purchase, from the registered holders.
If a holder desiring to tender Debentures is not the Holder of such
Debentures, such holder may still tender such Debentures by delivering a valid
proxy of the Holder in the manner described in Instruction 4. See "The Tender
Offer--Procedures for Tendering Debentures--General" in the Offer to Purchase.
All capitalized terms used but not defined herein shall have the respective
meanings assigned to them in the Offer to Purchase.
Upon the terms and subject to the conditions of the Tender Offer, the
undersigned hereby tenders to the Offeror the principal amount of Debentures
indicated above. Subject to, and effective upon, the acceptance for tender of
the Debentures tendered herewith, the undersigned hereby sells, assigns and
transfers to, or upon the order of, the Offeror all right, title and interest
in and to such Debentures. The undersigned hereby irrevocably constitutes and
appoints the Depositary as the true and lawful agent and attorney-in-fact of
the undersigned (with full knowledge that said Depositary acts as the agent of
the Offeror in connection with the Tender Offer) to (i) cause such Debentures
to be assigned, transferred and tendered, and (ii) receive all benefits and
otherwise exercise all rights of beneficial ownership of such Debentures.
The undersigned understands and acknowledges that the Tender Offer will
expire at midnight, New York City time, on January 15, 1997 (such date and
time being referred to herein as the "Initial Expiration Time," and such date
being referred to herein as the "Initial Expiration Date"), unless extended by
the Offeror. The term "Expiration Time" means the Initial Expiration Time or,
if the Tender Offer is extended, the latest time to which the Tender Offer is
so extended by the Offeror. The term "Expiration Date" means the Initial
Expiration Date or, if the Tender Offer is extended, the latest date to which
the Tender Offer is so extended by the Offeror.
Upon the terms and subject to the conditions of the Tender Offer, the
Offeror will accept for payment Debentures validly tendered pursuant to the
Tender Offer (or defectively tendered, if the Offeror has waived such defect),
prior to the Expiration Time and not properly withdrawn, promptly after the
later of (a) the Expiration Time and (b) the satisfaction or waiver of the
conditions specified in the Offer to Purchase under "The Tender Offer--
Conditions of the Tender Offer." The Offeror will not accept Debentures for
payment prior to the Expiration Time.
The Offer Consideration will be paid only to holders whose valid Letters of
Transmittal are received by the Depositary prior to the Expiration Time and
only for tenders that relate to Debentures that are validly tendered prior to
the Expiration Time. See "The Tender Offer--Acceptance of Debentures; Payment
for Debentures" in the Offer to Purchase.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Debentures
tendered hereby and that, when the tender of such Debentures is accepted for
purchase and payment by the Offeror, the Offeror will acquire good and
unencumbered title to the tendered Debentures, free and clear of all liens,
restrictions, charges and encumbrances and not subject to any adverse claim.
The undersigned also warrants that it will, upon request, execute and deliver
any additional documents deemed by the Depositary or by the Offeror to be
necessary or desirable to complete or perfect the undersigned's (or Holder's)
tender of Debentures.
5
<PAGE>
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death or incapacity of the undersigned and every
obligation of the undersigned under this Letter of Transmittal shall be
binding upon the undersigned's heirs, personal representatives, executors,
administrators, successors, assigns, trustees in bankruptcy and other legal
representatives.
In the event of termination or withdrawal of the Tender Offer, the
Debentures tendered pursuant thereto will be returned to the tendering holder
promptly. See "The Tender Offer--Withdrawal of Tenders" in the Offer to
Purchase.
The undersigned understands that withdrawal of Debentures, to be effective,
must (i) contain the name of the person who tendered the Debentures, the name
in which the Debentures are registered, if different from that of the person
who tendered the Debentures, a description of the Debentures to which it
relates, the certificate number or numbers of such Debentures (unless such
Debentures were tendered by book-entry delivery) and the aggregate principal
amount represented by such Debentures, (ii) be signed in the same manner as
the original signature on this Letter of Transmittal (including the required
signature guarantee(s)) or be accompanied by evidence, satisfactory to the
Offeror and the Depositary, that the holder withdrawing the Debentures and
revoking the Consent has succeeded to ownership of the Debentures and (iii) be
received by the Depositary at one of its addresses set forth herein at such
times as permitted in the Tender Offer (all as more specifically set forth in
Instruction 2 below). A purported notice of revocation that lacks any of the
required information or is dispatched to any other address will not be
effective to withdraw the Debentures previously tendered.
In the event of termination or withdrawal of the Tender Offer, the
Debentures tendered pursuant thereto and not accepted for payment will be
returned to the tendering holder promptly. See "The Tender Offer--Expiration
Date; Extension; Amendment; Termination" in the Offer to Purchase. If the
Offeror is delayed in its acceptance for payment of, or payment for, any
Debentures or is unable to accept for payment or pay for Debentures pursuant
to the Tender Offer for any reason, then, without prejudice to the Offeror's
rights under the Offer to Purchase and this Letter of Transmittal, tendered
Debentures may be retained by the Depositary on behalf of the Offeror and may
not be withdrawn (subject to Rule 14e-1 under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), which requires that an offeror pay the
consideration offered or return the Debentures deposited by or on behalf of
the holders promptly after the termination or withdrawal of a tender offer),
except as otherwise provided in the Offer to Purchase and this Letter of
Transmittal. See "The Tender Offer--Withdrawal of Tenders" in the Offer to
Purchase.
The undersigned understands that tenders of Debentures pursuant to any of
the procedures described in the Offer to Purchase and in the instructions
hereto and acceptance thereof by the Offeror will constitute a binding
agreement between the undersigned and the Offeror upon the terms and subject
to the conditions of the Tender Offer.
For purposes of the Tender Offer, the undersigned understands that the
Offeror will be deemed to have accepted for purchase validly tendered
Debentures (or defectively tendered Debentures with respect to which the
Offeror has waived such defect), if, as and when the Offeror gives oral or
written notice thereof to the Depositary.
The undersigned understands that, under certain circumstances and subject to
certain conditions of the Tender Offer (each of which the Offeror may waive)
set forth in the Offer to Purchase, the Offeror may not be required to accept
for purchase any of the Debentures tendered (including any Debentures tendered
after the Expiration Time). Any Debentures not accepted for purchase will be
returned promptly to the undersigned at the address set forth above, unless
otherwise indicated under "Special Payment Instructions" or "Special Delivery
Instructions" below.
The undersigned understands that the tender of the Debentures is not
effective until receipt by the Depositary of this Letter of Transmittal, or a
facsimile hereof, properly completed and duly executed, together with all
accompanying evidences of authority and any other required documents in form
satisfactory to the Offeror. All questions as to form of all documents and the
validity (including time of receipt) and acceptance of tenders of Debentures
and the withdrawal thereof will be determined by the Offeror, in its sole
discretion, which determination shall be final and binding.
6
<PAGE>
PLEASE SIGN HERE
(TO BE COMPLETED BY HOLDERS OF DEBENTURES
REGARDLESS OF WHETHER DEBENTURES ARE BEING PHYSICALLY DELIVERED HEREWITH)
By completing, executing and delivering this Letter of Transmittal, the
undersigned hereby tenders to the Offeror the principal amount of Debentures
indicated above.
This Letter of Transmittal must be signed by the Holder(s) of Debentures
exactly as their name(s) appear(s) on certificate(s) for Debentures or, if
tendered by a participant in one of the Book-Entry Transfer Facilities,
exactly as such participant's name appears on a security position listing as
the owner of Debentures, or by person(s) authorized to become Holder(s) by
endorsements and documents transmitted with this Letter of Transmittal.
Endorsements on Debentures and signatures on bond powers by Holders not
executing this Letter of Transmittal must be guaranteed by an Eligible
Institution. If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must set forth his or her full title
below under "Capacity" and submit evidence satisfactory to the Company of such
person's authority to so act. See Instruction 4 below.
If the signature appearing below is not of the Holder(s) of the Debentures,
then the Holder(s) must sign a valid proxy which signature must be guaranteed
by an Eligible Institution. The proxy should accompany this Letter of
Transmittal. See Instruction 4 below.
X _____________________________________________________________________________
X _____________________________________________________________________________
Signature(s) of Holder(s) or Authorized Signatory
Date: ___________________________________________________________________, 199
Name(s): ______________________________________________________________________
- - -------------------------------------------------------------------------------
(Please Print)
Capacity: _____________________________________________________________________
Address: ______________________________________________________________________
- - -------------------------------------------------------------------------------
(Including Zip Code)
Area Code and Telephone No.: __________________________________________________
PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN
SIGNATURE GUARANTEED (SEE INSTRUCTION 4 BELOW)
(CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION
WHICH IS A MEMBER OF AN APPROVED SIGNATURE PROGRAM)
- - -------------------------------------------------------------------------------
(Name of Eligible Institution Guaranteeing Signatures)
- - -------------------------------------------------------------------------------
(Address (including zip code) and Telephone Number (including area code) of
Eligible Institution)
- - -------------------------------------------------------------------------------
(Authorized Signature)
- - -------------------------------------------------------------------------------
(Printed Name)
- - -------------------------------------------------------------------------------
(Title)
Date: ___________________________________________________________________, 199
7
<PAGE>
SPECIAL PAYMENT INSTRUCTIONS (SEE INSTRUCTIONS 3, 4 AND 11)
To be completed ONLY if the Offer Consideration is to be paid to someone
other than the tendering holder. Unless another person(s) is designated
under "Special Delivery Instructions" below, Debentures not accepted in the
Tender Offer, or certificates evidencing principal amounts not being
tendered, will also be delivered to the person(s) designated herein.
Pay the Offer Consideration to:
Name(s) _____________________________________________________________________
(Please Print)
Address: ____________________________________________________________________
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
(Including Zip Code)
Taxpayer Identification No. (also complete Substitute Form W-9): ____________
SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 3, 4 AND 11)
To be completed ONLY if the Debentures not accepted in the Tender Offer,
or certificates evidencing principal amounts not being tendered, are to be
delivered in the name of someone other than the tendering holder or to the
person(s) designated above under "Special Payment Instructions."
Deliver the Debentures to:
Name(s) _____________________________________________________________________
(Please Print)
Address: ____________________________________________________________________
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
(Including Zip Code)
8
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS
OF THE TENDER OFFER AND THE CONSENT SOLICITATION
1. Delivery of this Letter of Transmittal and Certificates for Debentures or
Book-Entry Confirmations; Guaranteed Delivery Procedures. Except pursuant to
the procedures for guaranteed delivery described below, to validly tender
Debentures in the Tender Offer, physical delivery of certificates for
Debentures or a confirmation of any book-entry transfer into the Depositary's
account with a Book-Entry Transfer Facility of Debentures tendered
electronically, as well as a properly completed and duly executed copy or
facsimile of this Letter of Transmittal, and any other documents required by
this Letter of Transmittal, must be received by the Depositary at one of its
addresses set forth herein prior to the Expiration Time. The Offer
Consideration will be paid only with respect to tenders of Debentures that are
validly made prior to the Expiration Time.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE DEBENTURES AND ALL
OTHER REQUIRED DOCUMENTS TO THE DEPOSITARY IS AT THE ELECTION AND RISK OF
HOLDERS. IF SUCH DELIVERY IS BY MAIL, IT IS SUGGESTED THAT HOLDERS USE
PROPERLY INSURED REGISTERED MAIL, RETURN RECEIPT REQUESTED, AND THAT THE
MAILING BE MADE SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE TO PERMIT
DELIVERY TO THE DEPOSITARY PRIOR TO SUCH DATE. EXCEPT AS OTHERWISE PROVIDED
BELOW, THE DELIVERY WILL BE DEEMED MADE WHEN ACTUALLY RECEIVED BY THE
DEPOSITARY.
THIS LETTER OF TRANSMITTAL, DEBENTURES AND OTHER REQUIRED DOCUMENTS SHOULD
BE SENT ONLY TO THE DEPOSITARY, NOT TO THE OFFEROR, THE TRUSTEE OR THE
INFORMATION AGENT.
If a Holder desires to tender Debentures pursuant to the Tender Offer and
(a) certificates representing such Debentures are not immediately available,
(b) time will not permit such Holder's Letter of Transmittal, certificates
evidencing such Debentures or other required documents to reach the Depositary
prior to the Expiration Time or (c) such Holder cannot complete the procedures
for book-entry transfer prior to the Expiration Time, a tender of Debentures
may be effected if all the following are complied with:
(a) such tender is made by or through an Eligible Institution (defined as
a firm which is a member of a registered national securities exchange or of
the National Association of Securities Dealers, Inc., a commercial bank or
trust company having an office or correspondent in the United States or any
other "Eligible Guarantor Institution" as such term is defined in Rule
17Ad-15 under the Exchange Act);
(b) prior to the Expiration Time, the Depositary has received from such
Eligible Institution, at one of the addresses of the Depositary set forth
herein, a properly completed and validly executed Notice of Guaranteed
Delivery (by facsimile transmission, mail or hand delivery) in
substantially the form provided with this Offer to Purchase, setting forth
the name(s) and address(es) of the Holder(s), and the principal amount of
Debentures being tendered, and stating that the tender is being made
thereby and guaranteeing that, within three New York Stock Exchange
("NYSE") trading days after the date of the Notice of Guaranteed Delivery,
this Letter of Transmittal validly executed (or a facsimile hereof,
together with certificates evidencing the Debentures or confirmation of
book-entry transfer of such Debentures into the Depositary's account with a
Book-Entry Transfer Facility, and any other documents required by this
Letter of Transmittal and the instructions hereto, will be deposited by
such Eligible Institution with the Depositary; and
(c) this Letter of Transmittal in proper form (or a facsimile hereof),
properly completed and validly executed, with any required signature
guarantees, together with certificates evidencing all physically delivered
Debentures in proper form for transfer (or confirmation of book-entry
transfer of such Debentures into the Depositary's account with a Book-Entry
Transfer Facility) and any other required documents are received by the
Depositary within three NYSE trading days after the date of the Notice of
Guaranteed Delivery.
2. Withdrawal of Tenders. Tenders of Debentures may be withdrawn, in
accordance with the procedures set forth herein, at any time prior to the
Expiration Time. In the event of termination or withdrawal of the Tender
9
<PAGE>
Offer, the Debentures tendered pursuant thereto will be returned to the
tendering holder promptly. See "The Tender Offer--Withdrawal of Tenders" in
the Offer to Purchase.
Holders who wish to exercise their right of withdrawal with respect to the
Tender Offer must give written notice of withdrawal delivered by mail or hand
delivery or facsimile transmission, which notice must be received by the
Depositary at one of its addresses set forth herein prior to the Expiration
Time. In order to be effective, a notice of withdrawal must specify the name
of the person who tendered the Debentures to be withdrawn, the name in which
the Debentures are registered, if different from that of the person who
tendered the Debentures, and the principal amount of Debentures to be
withdrawn. If certificates have been delivered or otherwise identified
(through confirmation of book-entry transfer of such Debentures) to the
Depositary, the name of the registered holder and the certificate number or
numbers relating to such Debentures withdrawn also must be furnished to the
Depositary as aforesaid prior to the physical release of the certificates for
the withdrawn Debentures (or, in the case of Debentures transferred by book
entry transfer, the name and number of the account of the Book-Entry Transfer
Facility to be credited with withdrawn Debentures). The notice of withdrawal
must be signed by the holder in the same manner as the Letter of Transmittal
(including, in any case, any required signature guarantees) or be accompanied
by evidence satisfactory to the Offeror that the person withdrawing the tender
has succeeded to the beneficial ownership of such Debentures. Withdrawals of
tenders of Debentures may not be rescinded and any Debentures withdrawn will
thereafter be deemed not validly tendered for purposes of the Tender Offer.
However, properly withdrawn Debentures may be retendered by following the
procedures therefor, described elsewhere herein, at any time prior to the
Expiration Time.
3. Partial Tenders and Consents. If less than the entire principal amount of
any Debentures evidenced by a submitted certificate is tendered, the tendering
holder must fill in the principal amount tendered in the last column of the
box entitled "Description of Debentures" herein. The entire principal amount
represented by the certificates for all Debentures delivered to the Depositary
will be deemed to have been tendered unless otherwise indicated. If the entire
principal amount of all Debentures is not tendered, certificates for the
principal amount of Debentures not tendered will be promptly returned to the
holder or as specified under "Special Payment Instructions" or "Special
Delivery Instructions."
4. Signatures on this Letter of Transmittal, Bond Powers and Endorsement;
Guarantee of Signatures. If this Letter of Transmittal is signed by the
Holder(s) of the Debentures tendered hereby or with respect to which
Debentures are tendered, the signature(s) must correspond with the name(s) as
written on the face of the certificate(s) without alteration, enlargement or
any change whatsoever. If this Letter of Transmittal is signed by a
participant in one of the Book-Entry Transfer Facilities whose name is shown
as the owner of the Debentures tendered hereby, the signature must correspond
with the name shown on the security position listing as the owner of the
Debentures.
IF THE CERTIFICATES FOR DEBENTURES ARE REGISTERED IN THE NAME OF A PERSON
OTHER THAN THE SIGNER OF A LETTER OF TRANSMITTAL, THEN, IN ORDER TO TENDER
SUCH DEBENTURES PURSUANT TO THE TENDER OFFER, THE CERTIFICATES EVIDENCING SUCH
DEBENTURES MUST BE ENDORSED OR ACCOMPANIED BY APPROPRIATE BOND POWERS, SIGNED
EXACTLY AS THE NAME OR NAMES OF THE HOLDERS OR OWNERS APPEAR ON THE
CERTIFICATES, WITH THE SIGNATURES ON THE CERTIFICATES OR BOND POWERS
GUARANTEED BY AN ELIGIBLE INSTITUTION WHICH IS A MEMBER OF AN APPROVED
SIGNATURE PROGRAM (AS DEFINED BELOW). IF THE LETTER OF TRANSMITTAL IS SIGNED
BY A BENEFICIAL OWNER WHO IS NOT THE HOLDER OF SUCH DEBENTURES, THE HOLDER
MUST COMPLETE AND SIGN A VALID PROXY, SIGNED EXACTLY AS THE NAME OR NAMES OF
THE HOLDER OR HOLDERS APPEAR ON THE CERTIFICATES, WITH THE SIGNATURES ON THE
PROXY GUARANTEED BY AN ELIGIBLE INSTITUTION WHICH IS A MEMBER OF AN APPROVED
SIGNATURE PROGRAM. THE PROXY SHOULD ACCOMPANY THE LETTER OF TRANSMITTAL.
If any of the Debentures tendered hereby are registered in the name of two
or more Holders, all such Holders must sign this Letter of Transmittal. If any
tendered Debentures are registered in different names on several certificates,
it will be necessary to complete, sign and submit as many separate copies of
this Letter of Transmittal and any necessary accompanying documents as there
are different names in which certificates are held.
If this Letter of Transmittal is signed by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or
others acting in a fiduciary or representative capacity, such persons should
so indicate
10
<PAGE>
when signing, and proper evidence satisfactory to the Offeror of their
authority so to act must be submitted with, this Letter of Transmittal.
Signatures on this Letter of Transmittal must be guaranteed by a firm which
is a member of a registered national securities exchange or of the National
Association of Securities Dealers, Inc., by a commercial bank or trust company
having an office or correspondent in the United States or by any other
"Eligible Guarantor Institution" as such term is defined in Rule 17Ad-15 under
the Exchange Act (each of the foregoing being referred to herein as an
"Eligible Institution") which is a member of a Medallion Signature Program
approved by the Securities Transfer Association, Inc. (an "Approved Signature
Program") unless (a) the Letter of Transmittal is signed by the Holder of the
Debentures tendered therewith (or by a participant in one of the Book-Entry
Transfer Facilities whose name appears on a security position listing as the
owner of such Debentures) and neither the "Special Payment Instructions" box
nor the "Special Delivery Instructions" box of the Letter of Transmittal is
completed or (b) such Debentures are tendered for the account of an Eligible
Institution.
5. Taxpayer Identification Number; Substitute Form W-9. Each tendering holder
is required to provide the Depositary with the holder's correct taxpayer
identification number ("TIN"), generally the holder's social security or
federal employer identification number, on Substitute Form W-9, which is
provided under "Important Tax Information" below, or, alternatively, to
establish another basis for exemption from backup withholding. A holder must
cross out item (2) in the Certification box on Substitute Form W-9 if such
holder is subject to backup withholding. Failure to provide the information on
the form may subject the tendering holder to 31% federal income tax backup
withholding on the Offer Consideration paid to the holder. The box in Part 3 of
the form should be checked if the tendering holder has not been issued a TIN
and has applied for a TIN or intends to apply for a TIN in the near future. If
the box in Part 3 is checked and the Depositary is not provided with a TIN
within 60 days, thereafter the Depositary will withhold 31% of the Offer
Consideration until a TIN is provided to the Depositary.
6. Transfer Taxes. Holders of Debentures accepted in the Tender Offer are
responsible for paying any transfer taxes in connection with such tender. If
satisfactory evidence of payment of such taxes or exemption therefrom is not
submitted herewith, the amount of such transfer taxes will be billed directly
to such tendering Holder. Except as provided in this Instruction 6, it will not
be necessary for transfer tax stamps to be affixed to the certificates for the
Debentures listed in this Letter of Transmittal.
7. Irregularities. Any questions as to the form of all documents and the
validity (including time of receipt) and acceptance of all tenders of
Debentures, and the withdrawal or revocation thereof, will be determined by the
Offeror, in its sole discretion, which determination shall be final and
binding. Alternative, conditional or contingent tenders of Debentures will not
be considered valid. The Offeror reserves the absolute right to reject any or
all tenders of Debentures that are not in proper form or the acceptance of
which, in the Offeror's opinion, would be unlawful. The Offeror also reserves
the right to waive any defects, irregularities or conditions of tender as to
particular Debentures. The Offeror's interpretation of the terms and conditions
of the Tender Offer (including the instructions in this Letter of Transmittal)
will be final and binding. Any defect or irregularity in connection with
tenders of Debentures must be cured within such time as the Offeror determines,
unless waived by the Offeror. Tenders of Debentures shall not be deemed to have
been made until all defects and irregularities have been waived by the Offeror
or cured. None of the Offeror, the Depositary, the Trustee, the Information
Agent or any other person will be under any duty to give notice of any defects
or irregularities in tenders of Debentures, or will incur any liability to
holders for failure to give any such notice.
8. Extension, Amendment and Termination; Waiver of Conditions. The Offeror
expressly reserves the absolute right, in its sole discretion, to (i) extend,
amend or modify the terms of the Tender Offer in any manner and withdraw the
Tender Offer and not accept the tenders of Debentures, at any time for any
reason and (ii) amend or waive any of the terms and conditions of the Tender
Offer in the case of any Debentures tendered, in whole or in part, at any time
and from time to time.
9. Requests for Assistance or Additional Copies. Questions relating to the
procedure for tendering Debentures and requests for assistance may be directed
to the Depositary or the Information Agent, whose
11
<PAGE>
addresses and telephone numbers appear in the Offer to Purchase. Additional
copies of the Offer to Purchase, this Letter of Transmittal and the Notice of
Guaranteed Delivery may be obtained from the Information Agent.
10. Mutilated, Lost, Stolen or Destroyed Certificates. If a Holder desires
to tender Debentures pursuant to the Tender Offer, but the certificates
evidencing such Debentures have been mutilated, lost, stolen or destroyed,
such Holder should write to or telephone the Trustee at the address or
telephone number listed below about procedures for obtaining replacement
certificates for such Debentures or arranging for indemnification or any other
matter that requires handling by such Trustee:
NATIONAL CITY BANK OF MINNEAPOLIS
651 Nicollet Mall
Minneapolis, Minnesota 55402
Telephone: (612) 904-8719
11. Special Payment Instructions; Special Delivery Instructions. If the
Offer Consideration is to be paid in the name of someone other than the
tendering holder, the tendering holder must fill in the information in the box
entitled "Special Payment Instructions." If the Debentures not accepted in the
Tender Offer, or certificates evidencing principal amounts not being tendered,
are to be delivered in the name of someone other than the tendering holder,
the tendering holder must fill in the information in the box entitled "Special
Delivery Instructions." Unless a different person(s) is indicated in the box
entitled "Special Delivery Instructions," Debentures not accepted in the
Tender Offer, or certificates evidencing principal amounts not being tendered,
will be delivered in the name of the person(s) designated in the box entitled
"Special Payment Instructions."
12. Definitions. Capitalized terms used but not defined in this Letter of
Transmittal shall have the respective meanings assigned to them in the Offer
to Purchase.
IMPORTANT TAX INFORMATION
Under federal income tax laws, a holder who receives any Offer Consideration
is required to provide the Depositary (as payer) with such holder's correct
TIN on Substitute Form W-9 below or otherwise establish a basis for exemption
from backup withholding. If such holder is an individual, the TIN is his or
her social security number. If the Depositary is not provided with the correct
TIN, a $50 penalty may be imposed by the Internal Revenue Service, and
payments, including any Offer Consideration made to such holder, may be
subject to backup withholding.
Certain holders (including, among others, corporations and certain foreign
persons) are not subject to these backup withholding and reporting
requirements. Exempt holders should indicate their exempt status on Substitute
Form W-9. A foreign person may qualify as an exempt recipient by submitting to
the Depositary a properly completed Internal Revenue Service Form W-8, signed
under penalties of perjury, attesting to that holder's exempt status. A Form
W-8 can be obtained from the Depositary. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional instructions.
If backup withholding applies, the Depositary is required to withhold 31% of
any payments made to the holder or other payee. Backup withholding is not an
additional federal income tax. Rather, the federal income tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments, including any Offer
Consideration, made with respect to Debentures, the holder is required to
provide the Depositary with: (i) the holder's correct TIN by completing the
form below, certifying that the TIN provided on Substitute Form W-9 is correct
(or that such holder is awaiting
12
<PAGE>
a TIN) and that (A) such holder is exempt from backup withholding, (B) the
holder has not been notified by the Internal Revenue Service that the holder
is subject to backup withholding as a result of failure to report all interest
or dividends or (C) the Internal Revenue Service has notified the holder that
the holder is no longer subject to backup withholding; and (ii) if applicable,
an adequate basis for exemption.
WHAT NUMBER TO GIVE THE DEPOSITARY
The holder is required to give the Depositary the TIN (e.g., social security
number or employer identification number) of the holder.
13
<PAGE>
PAYER'S NAME: [TRUST COMPANY]
- - --------------------------------------------------------------------------------
Part 1 -- Please Social security number
SUBSTITUTE provide your TIN in OR Employer
the box at right and identification number
certify by signing and -------------------------
dating below.
FORM W-9 (1) The number shown on this form is my correct
Taxpayer Identification Number (or I am waiting
for a number to be issued to me) and
DEPARTMENT OF THE (2) I am not subject to backup withholding either
TREASURY because: (a) I am exempt from backup
withholding, or (b) I have not been notified by
the Internal Revenue Service (the "IRS") that I
am subject to backup withholding as a result of
a failure to report all interest or dividends,
or (c) the IRS has notified me that I am no
longer subject to backup withholding.
Part 3 --
------------------------------------------------------
Awaiting TIN
[_]
INTERNAL REVENUE Part 2 -- Certification--Under penalties of
SERVICE perjury, I certify that:
PAYER'S REQUEST FOR
TAXPAYER IDENTIFICATION
NUMBER (TIN)
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE TENDER OFFER. PLEASE
REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
------------------------------------------------------
Certification Instructions--You
must cross out item (2) above if
you have been notified by the IRS
that you are currently subject to
backup withholding because of
underreporting interest or
dividends on your tax return.
However, if after being notified
by the IRS that you are subject
to backup withholding, you
received another notification
from the IRS that you are no
longer subject to backup
withholding, do not cross out
such item (2).
Signature _________ Date _________
Name (Please Print) ______________
Address (Please Print) ___________
14
<PAGE>
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE
IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (1) I have mailed or
delivered an application to receive a taxpayer identification number to
the appropriate Internal Revenue Service Center or Social Security
Administration Office or (2) I intend to mail or deliver an application in
the near future. I understand that if I do not provide a taxpayer
identification number by the time of payment, 31% of all reportable
payments made to me will be withheld, but that such amounts will be
refunded to me if I then provide a Taxpayer Identification Number within
sixty (60) days.
Signature ___________________________ Date ________________________________
Name (Please Print) _______________________________________________________
Address (Please Print) ____________________________________________________
15
